A Newfound Purpose (KTA)
by AutobotGuy710
Summary: Prime/RID2015 AU. Soundwave has escaped the Shadowzone against all odds - reappearing on an Earth free of the Autobot-Decepticon war. Now, without his faction or Meagatron, he finds himself the caretaker of a kindred spirit that brings him new purpose in life. Until the Autobots return to threaten everything he's worked so hard to achieve.
1. Prologue: Pain

A/N: Yes, yes I know. Groan. Another one. At this point I'm crazy, I'm well aware. BUT, as of yesterday, an epiphany kind of hit me. Since I am taking a break from my longer fics "Transformers Animated: Resurgance" and "Bumblebee's Boy" (the two active ones that I am taking a break from as you all know by now) I can now use this time to explore sides of writing I haven't ever tried or even thought of exploring before.

And that's where this fic comes from.

I've always loved the character of Soundwave in every Transformers continuity. And while RID's version of him might have been the logical next step - something always made me think. Did all the 'Cons after wartime simply decide to continue supporting their faction? Could any of them - even the most evil, attempt to return to the person they may have been - good or bad before the war? This fic is sort of born from the idea of that and I really hope I can show a unique perspective on the subject.

So, groan-enducing or not, here we go. For hopefully the last time because otherwise I'll have TOO many TF fics on my plate lengthy or not. LOL

WARNING: This fic, in the first few chapters, will have depictions of abuse that some may find disturbing (and should). You have been warned!

PAIRINGS: PAST!SoundwavexOC, Mentioned SideswipexArcee

DISCLAIMER: I do not own Transformers, only my OC, Ben, and the other OCs that are shown or mentioned.

* * *

 **PROLOGUE  
Pain**

In that moment, he would have given anything to start over.

He ignored the warning signs as he fell through the portal, pain searing through all of his circuitry. He was finally free of it - that wretched place the Autoscum had trapped him in. It'd taken him the better part of an Earth year, but he'd finally made it. It should have been a cause for Soundwave to declare his victory, to continue to declare his "superiority".

But he'd forgotten about that fragging zombie.

He had managed to evade Skyquake for the longest time. But by the time he'd used items trapped in the Shadowzone with him to create an exit - that hunk of machinery had caught up with him. And of course he'd attacked: relentlessly. Soundwave had held his own, he usually could when the situation called for it, but it hadn't been enough.

Of course, he'd now escaped, out of the Shadowzone and into some desolate area on Earth. But had it really mattered? Sparks flew violently as if to tell him "Not if he didn't survive". No, he wouldn't die this way. At this rate, he'd rather die by the hands of an Autobot than die by the hands of some fragging Unicron-spawned zombie.

He pulled himself to his feet, attempting to drag himself along the grassy area he'd entered. Every movement hurt, every single part of his body ached. Soundwave knew that if he didn't force himself into stasis soon - he would most certainly die.

Where was he? His hub said it was somewhere far from Nevada, where he had once been. Farmland - or at least what he supposed must have been farmland. All the grass seemed to lead to that, and so did the farmhouse in the distance. A human habitat, he groaned, of course that would be where he'd end up.

His processor wandered as he took note of his injuries. Most of it, his self-repair systems would take care of if he put himself in emergency stasis lock. But in order to do that, he'd need to be out of sight - he'd need a vehicle to hide in, and a stealth plane was hardly going to help him there. It had been centuries since he'd been a grounder, but preservation told him that was his only choice.

The humans had better have had some form of transportation.

He lumbered along slowly to cross his way towards the dark homestead. Taking great relief in the fact that it probably meant its inhabitants were in recharge - because he'd be in far more trouble than it was worth if they saw him. The last thing he needed was to end up in the hands of the human government - who would undoubtedly hand him over to Autobots.

He nearly fell to his knees as he tried to make his way there. Every system yelling at him to go into stasis lock. But as a former gladiator, he did not know quitting. He had been raised to never know the meaning of such a word... He would not die here. No, he would live and he would escape. He refused to be taken to prison, to go there and be treated as a war criminal.

He refused to surrender to the Autobots.

He fell to his knees at last before the homestead. Behind his visor, his optics fixated upon the singular vehicle he found. It was far from the sleek alternate form he'd come to know on Earth. It was bulky, dark, and somewhat ugly... But then again, most Earth cars were. He thought it was called a van, but the name of the vehicle was hardly the first thing on his mind.

He scanned it, slowly, and deliberately while keeping a close optic on the homestead. It took longer than he wanted it to, but as soon as he was finished - he took care of the only thing that would get in his way. With one slam of his fist, he'd crushed the thing like a bug - destroying any evidence that might have alerted these humans to his presence.

Before long, he'd smashed it into a cube. Small enough that it would probably appear as garbage to the humans - or so he could hope.

Systems failure, his inner hub read. Forced stasis lock suggested, it also read.

Soundwave could feel it too, his last two actions depleting far more energy than it would have without his wounds. He knew he had only one shot at this - and whatever happened, it would decided what became of him. As he attempted the transformation, and felt the gentle embrace of darkness, he could only be thankful that if this was his end, he would not be awake to experience it.

* * *

"Get up you lazy brat!"

The blanket was thrown unceremoniously off of Benjamin Carter's body. It was only barely the crack of dawn when he felt the tight grip around his leg that followed. He gave a soft whimper, pulling away - he shot up in his bed to face the man. "I'm getting up! I'm getting up!" he tried to explain, leaping out of bed. "I set an alarm sir, I swear!"

His foster father wasn't having it, but when did he ever?

In all three years he lived on this farm - this had been his wake-up call whenever he did not set his alarm for exactly three o'clock in the morning. Because if he did - well, then, Semore Platts got angrier than a bat outta hell. He hardly wanted to wake up at that time of day, as he'd often put it, that's what he'd taken his "scrawny little no good butt in" for.

It was about as much of a living hell as it sounded.

At twelve years old, Ben had made no friends, had fallen behind in school, and worked harder and longer than most people did at a nine to five job. His foster father called it paying his weight, doing him favors because he wasn't going to take in any "lazy kids". He didn't care that he was only nine when he got there, and he didn't care that he was too small, and too young to be working up to fifteen hours a day. And don't even tell him what he was doing was illegal, or that his stipend check wasn't for him.

No, as far as Ben was concerned Semore was convinced he had signed up to house a slave.

His brown eyes barely lifted to look at the man, who was carefully holding a belt in his hands. Clearly, ready to teach him a lesson if he made any sort of excuse. Not that he needed the belt, as he was about two hundred and fifty pounds, and close to six feet tall... No, he just took great pleasure in making sure that Ben remembered who was in charge here.

His cold green eyes stared him right in his own now, wrapping up the belt around his hand. "Are you going to take your pajama shirt off? Or am I doing it for you?" Ben shrunk back, afraid of that. "Don't give me that look. Maybe next time you'll remember to set your damn alarm!"

Ben was silent as he did as he was told, pulling his shirt off slowly. Tears cascaded down his face before he'd even hunched over his bed, pushing his back out to expose it to his foster father. The pain came before the sound of leather lashing his back. But unlike most might, there was no break. Each whack of the belt came in precision, three times, four times, five. Finally, it stopped as Ben felt his legs give, barely able to hold himself up by the bed.

Semore shook his head, looking over his bloodied back with indifference. But as he always did after "disciplining" him simply told him: "I take no pleasure in that, you know it. If you were any good at what I kept ye for I wouldn't even have to," with the darkest sneer he could manage. "It's now three-fifteen. Which means you have two hours before the bus gets here. Before you leave you're going to scrub down the van - got a date tonight. You're going to do it all, interior and exterior, until I can eat off the thing. If you slacked off..."

"No farm work, sir?" The last part Ben said with as much contempt as he could manage.

The man sneered, spitting off to the side and letting out a chuckle as he slapped him on the back. Tears stung Ben's eyes as the pain seared through him again, this time ten fold. He'd learned not to scream, as much as he wanted to - it just made the man more mad. "That'll give you something to do while I'm gone tonight. After yer done figuring out what you're gonna feed yerself," the man noted, patting him harshly twice more on the back. "Now get to work, lazy ass."

"Yes, sir."

"Don't back talk me!" Semore snapped. "I know sarcasm when I hear it."

Ben's eyes lowered to the ground his voice catching in his throat this time. His eyes traveled for a moment to the belt, which the man hadn't loosened since starting their chat that morning. "Yes Mr. Semore. I'll be right on that," he started for the door as quickly as he could. "Can I at least get something to eat first?"

"Shoulda thought about eatin' when you were settin' the alarm," Semore told him without even missing a beat. "Yer wasting my time, boy, get on it!"

Ben didn't argue, struggling to make his way down the steps. He knew that he was right - he had barely any time to get this work done, dressed, and looking semi-decent. If he could even do the latter two, given the last few days Semore had been in a "mood" and he'd had to go without the shower... He didn't expect to get one today either, but he could dream.

When he'd reached the front door of the farm house - he found his tools. A bucket with soapy water, a cleaning rag, a small hand vacuum, and a duster. A part of him wondered if today would be the day - the day he just ran... The day he didn't do anything.

But even now, with his back to the stairs, he felt those cold, piercing eyes baring into his back. Watching his every movement to make sure he took his supplies and went. He'd already missed the alarm by accident - anything else was playing with fire.

And so he did as he was told, just as he had for the past three years.

Picking up his supplies, he carefully exited the home and towards the van. The thing was Semore's baby, and he treated it like it was a king. So he knew that this was one job he could not simply do half-way, as much as he wanted to. Though his mind ran wild with fantasies of taking one of the nearby tree branches to it, or better yet a baseball bat.

As he set his supplies down in front of it, and took his first good look his face changed - his mind perplexed. He'd been there three years, and cleaned this van a thousand times at least...

So when did Semore get the purple and black paint job?

* * *

A/N: Welp, there's the start of this little experimental fic of mine! I hope you all liked it, hopefully I can come up with something really special here like I have been trying to recently!


	2. Chapter 1: The Robot in the Driveway

A/N: Wow! Thanks for the awesome response to the prologue! Here's chapter 1, I hope you all enjoy it just as much!

* * *

 **CHAPTER 1  
THE ROBOT IN THE DRIVEWAY**

When Soundwave came to it was early afternoon and his self-repair systems had only done part of their job.

That wasn't the worst of his worries though - no, that came from the human that was putting his greasy hands all over him. The human was making all kinds of annoyed sounds, and seemingly displaying anger, which he wondered the source of. Had he been discovered or was this something different? "What the hell did you do her!?" he heard the human snap to someone a fair distance away. "I tried to get her to start, and all it did was sputter and smoke!"

That... Well, Soundwave knew that could not be good. A long moment passed, and then came the meek response. The voice was so small and pathetic that it took the mech a second to register it. "I-I don't know Mr. Semore, I just cleaned her inside and out, I swear," the voice stuttered as a much smaller, scrawny human took a step into Soundwave's line of view. "I didn't do anything to it. When did I have time?"

The larger human "Mr. Semore" stood there, seemingly debating the merits of the smaller human, probably a child's response. A groan and an eye roll followed as Soundwave's door slammed shut. "Somehow I believe you. I don't even think that you're stupid enough to do this," he growled lowly. "I guess it's a good thing you know a thing or two about cars though. Because I ain't fixing this mess."

"What?" the boy sputtered. "Mr. Semore, I don't know enough to do anything! And I have to-."

"Are you talking back to me, Ben?"

Soundwave didn't like the venom that was said with. It reminded him too much of something he might hear in the gladitorial ring - when he was probably no older than the child was now: _"Did I say you could talk, fragging glitch! NO. Bait metal like you doesn't talk unless I say so!"_ Even now those words that his master would shout to him rang in his helm like they had been spoken that moment.

He watched the child, curious to see what his reaction would be. But he found that was not all too different from what his own had been. "No, Mr. Semore! I'll get it done, I promise," Ben replied. "Or I'll try."

"Try?"

"I will!"

SLAP! The boy yelped as the man slapped him across the face. "You will what?"

"I'll fix the car sir, I'm sorry," came the weak, trembling voice of the child. "I'll get the tools right now."

The boy practically sprinted for the home in act that Soundwave could see as self-preservation. This man - Soundwave could only surmise, was this boy's slaver and if this went further it would get more violent.

The fear in the boy's voice was evident - causing a pang of sympathy from the normally cold Decepticon. He knew what this child's life was like - it had once been his own life. And it was a living nightmare from which one did not wake. So when the man had mentioned something not much later about ordering something he called an "uber" and left before the boy returned he felt perhaps the boy could feel a bit more safe.

Not that it was his business.

Really, he was indifferent to humankind - especially after they had landed him in the Shadowzone to begin with. They were nothing of much importance to them, simple pests really. But this felt like slavery - and he hated slavery, hated it with a burning passion.

But he also had more important things to worry about.

He waited a full five minutes before transforming back into his natural form. Convinced the boy was going to be gone for a while, he deduced he could look into his damage. His self-repair systems hadn't done enough, as he had gathered, and without access to Cybertronian tools or Knock Out this was going to be quite the damage to work through.

But he didn't know if he could just let this puny little human start trying to repair him. Humans knew nothing about the inner-workings of Cybertronians. And this boy couldn't have been very old by the looks of it, what on Earth would he even begin to know?

He'd been pondering through his thoughts when the scream emitted. It didn't so much startle him as it did remind him of the fact he had not paid attention to how long he'd been standing there. He could hear the crash of what he assumed was this human's pathetic idea of a toolbox, and slowly turned to look at the human boy.

He stood there, staring with a frozen face that showed great fear. Soundwave wasn't sure what to do now... He'd been spotted, by a child none-the-less, but even if the other humans did not believe what he saw they would no doubt ask questions. After all, there were still humans that probably spouted their beliefs about what really happened to Jasper, Nevada.

So the moment that the boy attempted to run, he pulled forward one of his tentacles. It didn't take much effort to grab the child by the scruff of his collar. But of course, that only caused more screaming, more panic. "Please! Please don't hurt me! Or dissect me! Let me go! Oh my God!" he began to shriek at the loudest volumes that Soundwave had heard in a long time. "Please! Please... Whatever you are take what you want and leave!"

Soundwave looked at him a moment, and tilted his helm. Contemplating whether or not he should even bother to respond. But at the same time... He'd already broken his vow of silence not too long before, so what was the point? It had meant something once, but drastic times...

"Cease your crying," the boy's eyes shot up to look at his visor when he used his normal, robotic monotone. "I will not harm you unless you give me necessary cause. But I require your repairing implements."

"Require... Require the what?" the child sputtered without really getting the point.

Pulling the boy up close, Soundwave carefully pointed out his tools. From what his scans showed, they were feeble at best. But they were of the vehicular type, along with many power tools, and for the moment - they would do. "I require use of your tools," he explained, then with a great deal of firmness added. "And your word you will never speak of what you have just seen."

The boy shook a little, but after a long moment nodded. "O-Ok, whatever you say! Mr... Uh, Slenderman?" he asked, to which Soundwave rolled his optics behind his visor. "Are you going to kill me when you're done? Because if you are I'd like to just-."

"Termination: unnecessary," Soundwave noted. "I am putting you down now. You will give me the tools and continue your work. If you call the authorities it will not end well."

"Y-Yes sir, you got it."

Soundwave was satisfied that his point was made. Of course, he had no intention of hurting this child at all. But at the same time, he had to do what he could to keep his cover just that - a cover. Carefully setting the boy back on the ground, he allowed him to scramble towards the tools, picking them up into his arms.

And even then, Soundwave knew things were about to get much more complicated.

* * *

Ben had checked at least five times to see if the robot was still there, and each time he did, he was.

He was trying to wrap his mind around what had happened the entire time he did his work. Semore's van was a robot... Or was it always a robot? It couldn't have been right? Surely, somewhere along the line they would have noticed. His first thoughts were the obvious ones: an alien or a government experiment gone rogue. And though neither one boded well for him, he'd also noticed the robot had made no attempts to hurt him.

He worked for hours, but had gotten it down to a science. He still worked for a good seven hours, but it was at least a step down from what he usually would do with Semore in the house. Had he been there, he'd be working until midnight, but usually he checked less when he wasn't home so he could cut corners. After that, he made himself food, namely a can of tomato soup, and watched the robot from the window.

It was working diligently on itself, he noted. And lucky for him he could - given Semore never returned until the morning when he went "out" on dates. Those dates were usually with hookers and that meant he "got what he paid for" with his stipend money.

As he watched, his mind raced with ideas of what Semore would do if he found him there. Probably turn him into the government for a big payday. Which seemed like such a waste for what the twelve year old couldn't help but feel was one heck of a discovery. One that he was probably going to miss out on - unless this really was Semore's truck.

Finally, curiosity got the better of him. He dug through the kitchen drawer for a flashlight, and upon finding one he stepped out into the night air. It didn't take long to find the robot - he was simply in the driveway where he left him. Using the smaller "hands" on his tentacles to work the small human tools. For a long time, Ben considered what he would say - if he should even say anything...

"M-My name's Ben."

Yeah, that was lame, he thought.

At first there was silence, making him believe the robot ignored him. But just as he turned to leave, the robot finally spoke up. "I'm aware of your designation. Your handler said it earlier."

"My "handler"?" The boy questioned.

The robot looked at him - face still masked by well, what he thought was a facemask. He looked at him for a long while. "If he is not your slave handler. Is he your si... Father?" The robot questioned curiously, or what he assumed was with curiosity.

Slave handler? Well, that was definitely one way of putting it. And if the robot had assumed that he no doubt had seen the exchange that afternoon at the very least. "No... He's not my dad, but he may as well be my "slave handler"," he was silent for a long moment. "My uh... My dad died a couple of years ago."

Again, silence. "Your caretaker then," it responded. "He'd be better suited for a slave handler. That human reminds me of one."

Ben cracked a smile at that - already liking this robot for actually being one of the few to see that. All the same, he thought through his next words carefully. "Do... Do you have a name?"

This time, Soundwave seemed to be used to the talking. Because he didn't wait more than a second to tell him the response to that. "My designation is Soundwave," he explained. "You ask many questions."

Soundwave, great, now they were on a first name basis, Ben figured. Was there even a second name for this guy? He didn't know - but it was still a start. "Yeah, well, my foster dad's van just turned into a giant robot," he explained. "Duh I have a lot of questions... Speaking of, are you an alien? Some government experiment on the run? Should I expect the Men in Black on our door at any second-?"

"I am what you call an alien," Soundwave noted. "As for your government - Laserbeak is taking care of jamming frequencies."

"Laserbeak?"

Soundwave again pointed, this time up at the sky towards a low flying object. At first, Ben expected a drone - and in a way he was right. But the object more resembled an oragami bird of some kind than anything. One which perfectly slotted into Soundwave's chest. "Whoa! Is that a bird? Like a robot bird?" Soundwave nodded his head as if it was nothing. "Man, this is nuts... Of all the places I'd find something this crazy, I don't think Wyoming was anywhere near it."

The mech seemed to make note of the fact that he'd called where they were Wyoming, as he seemed to nod. "Look, first chance you get, you gotta go," he got to the point. "As cool as this is - if Semore figures out the truth about you he'll sell you to the government or something."

"I'm not afraid of that vermin."

Ben nodded his head slowly, but then added. "I guess you'd have to be if you're his car."

"I'm not. I crushed the vehicle in this driveway after assuming its form," Ben's heart sank, knowing that was anything but good. "Your heart rate has increased."

Ben sputtered out throwing his hands up. "Heck yeah it increased! Are you kidding me? He's going to kill me. He's not even going to take the belt to me this time, he's going to kill me," he explained as Soundwave watched him closely. "That car was like his baby. You don't understand what that means."

"Then leave - he's only your caretaker."

"Yeah, and go where? I belong to the state of Wyoming for six more years," Shane held up six fingers for emphasis. "Crud, you just had to crush it..."

Ben ran his hands along his face slowly as Soundwave watched him in his panic. Did the robot feel any bit of sympathy for him, he wondered? After a long moment, he spoke up again. "I have just searched up what I presume you are in - foster care. He cannot terminate you, he will go to something called "jail"," Ben frowned, point made - but not helping. "Your fears are unfounded."

The boy shook his head. "You said it yourself. To that jerk, I'm some sort of slave. He wouldn't care," he explained, thinking it though. "Please tell me you're not leaving soon. I can at least figure out something to tell him."

Soundwave again took a moment before responding. "Damage report: need several Earth days to heal. I assume I will be here for one week of human time," he explained. "Will this calm you, Ben?"

Well - it wasn't as long of time as Ben would like right now. But at the very least, he wasn't up and leaving tonight, and forcing Ben to have to explain the next morning. Maybe in that time he could figure out some way to stage a way for the car to disappear. "I mean I can't really argue, you could crush me with your foot," Soundwave shrugged his shoulders, seemingly satisfied. "You know... If you need help, I know a little about mechanics..."

"Human mind: inferior to processor," Soundwave pointed at his helm. "You cannot help me."

Ben sighed, nodding his head - for a moment, he thought of leaving it at that. Of just going back in the house and thinking of ways to explain the missing car in a week. But something compelled him still to take a seat in the nearby grass, and stay. After all - this mech was only here a week, and this was, undoubtedly, the most excitement he'd probably have in his entire life.

So he could spare one night of at least trying to talk to him.

"So, what planet are you from?"

Inside his head, Soundwave wondered if these questions would ever cease.

* * *

A/N: And there we go the first full chapter of the story! I hope you all liked it! I enjoyed writing it a lot given I really got to bring out both Ben and Soundwave's personalities properly. Hopefully I did well.


	3. Chapter 2: The Passenger

A/N: Woo! Time for chapter 2! I'm really glad everyone seems to be enjoying this story so far! :D It's really good to know since this story is pretty different than my others that it is paying off!

WARNING: This chapter gets very violent at the end - fair warning.

* * *

 **CHAPTER 2  
THE PASSENGER**

Soundwave was really starting to hate this man.

It had been a long time since Soundwave had really felt such strong emotions. But right now? Semore was probably the most disgusting piece of work he'd seen when it came to the human race. Even as a follower of Megatron - a mech whose ideals were hardly reminiscent of a mech with any kind of moral compass, this felt wrong.

He'd watched the routine of the humans the past four days, and quickly noticed that Ben was practically a slave there. He'd wake up every day at exactly three o'clock, go to school at five-thirty, then come back to work from two in the afternoon to twelve at night, with one short break for what Semore called "food". He'd witnessed the aftermath of what would happen when Ben did not perform to expectations as well.

Every time the boy seemed to feel good about himself, Semore took the chance to tear him down. He'd even watched the man rip apart a test the boy had gotten an "A" in despite not being able to study and call it a fluke. He knew most Decepticons would merely scoff at the whole thing, but feel nothing for the boy, but Soundwave did. He was this boy, years before he made his name in the gladiatorial circuit - when he was just brought there, and he knew what it felt like.

The worst part was he was getting paid for this.

Sure, his slaver had been paid too. But those were his winnings, none of which were meant for Soundwave. The "stipend" as Ben called it however, was meant to take care of him. It was to be used for food, clothing, and education. Instead, all he'd seen was Ben wearing the same two outfits and working until he was close to collapse, while this man drank his life away eating his fill of a large dinner every night.

His fourth night there - Semore went out, this time picked up by friends. Soundwave hadn't seen the small human that day, and when he did - it was far from a pretty sight. The boy walked with a limp, and looked to be nursing a black eye, both of which could not have boded well for the events of the day.

Soundwave hadn't spoke to him since the first night, admittedly. Ben hardly had time to do anything let alone come and speak to him. But that night, once he was certain Semore had left, he transformed and decided to end his silence on the matter. "I have reached a conclusion: you need to leave here," Ben jumped out of his skin, seemingly having not even noticed him until now. "My second conclusion is if you do not, he will terminate you. You were correct in thinking so."

There was a weak chuckle as a response to what Soundwave said. "Yeah, well the only way I'm doing that is if I run away at this point. I've already tried the legal way... The guy has too much pull," the twelve year old noted with a bit of exhaustion. "Semore's good friends with my social worker. It took me a year to figure it out - but I did. He protects him."

"Then run away."

"Yeah, we went over that the other night," Ben replied. "I've got nowhere to go, and no one to run to. I could maybe look for my mom, maybe. But she hasn't been around since I was two months old so good luck with that."

Soundwave was trying to wrap his mind around this. If the justice system clearly was doing nothing, did they not have people to protect Ben? On Cybertron there had been a somewhat of an "underground railroad" that helped runaway slaves. But he supposed given the already barbaric nature of the human race it was hard to imagine that anyone had developed any kind of "legal" way to do it.

That left the illegal ways.

Crossing the boarder into another country, changing his name illegally, all kinds of things. Soundwave however, had one question that he could not help but ask. "You ever thought of simply terminating him first?" Ben backed up in surprise. "Of course you haven't."

"I can't kill somebody, I just can't," Ben shook his head in response. "I mean if I wanted to he has guns in the house. But I can't... I just..."

It was clear now that the boy was not going to be persuaded that way. But he supposed that was for the best - he'd only be in deeper trouble. They had a thing called prison just like the stockades on Cybertron. And frankly, he doubted a tiny, twelve year old kid would last long in what they called Juvenile Hall. "Where are you going when you leave anyway?" Ben asked. "Did you get a hold of your... People yet?"

Soundwave looked at the boy with curiosity, wondering why he cared. Of course, he had not gotten a hold of them though. His interior com had been, as he'd found out begrudgingly, damaged to a point he could not repair alone. And after extensive research on events since he had been in the Shadowzone, he surmised that there were no Cybertronians left here. Before they had been on "conspiracy theory" websites all the time but they had gone silent on the subject since.

This left Soundwave alone, a fugitive on a planet that he all but hated.

And so he replied. "Assumption: they have all gone. Which means I am stranded on this planetoid," Soundwave noted, then turned to look at him again. "I will leave in three days as I promised. The government will leave you be."

The boy simply nodded his head, placing his hands in his pockets. "So they just abandoned you like that?" Soundwave only curtly nodded in response. "That's not cool of them."

Soundwave shook his head at that. "Assumption: they thought I was terminated. I have not been on this plane of existence in some time," Soundwave then noted. "Query: have you found an excuse to tell your caretaker for my absence?"

"... Maybe I really should just run away," Ben replied honestly. "Because with everything I've come up with, the truth makes more sense."

Soundwave merely nodded again in response before being lost in his own thoughts. In a way, they were both not so different. Both trapped in a way that felt helpless, at least for now. To tell the truth, Soundwave was just as lost as he was. This was the first time he was without his faction since before the Decepticons were even formed. He had no idea what that would mean in the end or what he would do. Maybe if he were lucky he could find a space bridge, but he internally doubted it.

Then the boy said the words that he should have seen coming. After all, Ben knew close to nothing about who he was dealing with. "Maybe... When you leave you could use another set of eyes. You know... Someone who knows the planet, to help you," Soundwave was silent, but had now turned to look at the boy. "Take me with you. I promise I won't even need to be with you long. I'll find somewhere to go and be out of your-."

"Negative," Soundwave replied. "I do not take passengers."

But the boy was not about to let up from that. "Please. You're right, I need to get out of this. And as long as I'm with this stupid foster care system I can't," Ben pleaded, his voice tense. "All I'm asking is help... Come on, I won't be any trouble."

"You have no idea the danger you'd be traveling with," Soundwave replied curtly, making very clear that he was better to stay away with him. "Go back to forgetting you never saw me, youngling. You do not want to be in my company."

At that point, he trasnformed, with regret in his spark. He should never have spoken to this boy, never said things like he did. He was not this boy's savior, he was no one's savior - and that was final.

* * *

Within three days, Soundwave had a plan.

He was going back to Nevada, to outside of Jasper where the Autobot's base would no doubt still be standing. Perhaps he could find exactly what he needed there - a space bridge, a com link, anything. But no matter what at least now he could leave this wretched place and not have to watch this constant reminder of his past play out day-to-day.

He'd planned to leave in the earliest hours, before Ben or his foster parent woke up. But somehow, he should have known it would not be so easy to leave without alerting anyone. The mech had been doing his final checks over his form, making sure that it was in enough shape to begin the journey.

He heard Ben the moment he had stepped out the door to the home. With a momentary silence, he turned to see that the boy was standing there, two garbage bags in his hands and with a hopeful look on his face. Soundwave frowned behind his face mask in realization the boy had not given up. "You are not coming with me," Soundwave noted as he transformed down. "This is not a suggestion - it is a fact."

"Just drive me out of town!" Ben insisted. "That's all I'm asking."

"Negative, I am not-."

Ben took steps forward as if to continue his argument. This boy was stubborn beyond words - as Soundwave was slowly coming to learn. "Please, I just... I don't know what to do. I didn't think of a reason to say you're gone," he explained. "And I can't live here anymore. I can't do this..."

Soundwave inwardly groaned at the desperation in the human's voice. This child was quite the moron if he thought he could talk him into this. Yet as he moved the rearview mirror to look at him, he saw another young face. Not his... No, this one made him feel as though he'd seen a ghost. Too much of one... Far too much. He shook himself free.

He didn't want to remember that ghost. That hopeful face... No.

And then, without any sort of warning, it happened. "What the hell do you think you're doing!?" scrap, of course the adult had heard his engine starting up too. "What are those bags, huh!? Thinking of going somewhere?"

Again, through the mirror he could see what was happening. Semore was in the front door, fully dressed with a look of pure evil that might have made Megatron shudder. "I... I was just..." Ben stuttered. "I was just..."

Soundwave was itching to move - he could pull out of there now, he told himself. The man would blame it on some sort of car thief, he figured. But then the thud hit him, shaking the form a bit as Ben landed hard against the back hood. "Really? This is the thanks I get from you? I feed you, clothe you, put a roof over your head, and you wanna take my car and go?" he heard, the man's voice deathly quiet. "Have I not told you already what I could do to you? The things that can happen?"

The mech angled his rearview mirror slightly, noting that the man had his hands on Ben's throat now. The boy was trembling enough that he could feel it. "It isn't what it looks like, Mr. Semore, I promise. I'll go get my stuff and-."

Then the punch came. It hit Ben so hard that if Soundwave's plating wasn't of this Earth it may have dented it. His head bounced off the back of it, but Semore did not end it there. Within the blink of an eye, the man had thrown him to the ground in a bout of fury. "Shut up! You shut the hell up," he fidgeted with something around his waist for a long moment, before bringing something out. "Clearly, taking it to the back isn't enough to make my point."

For a long moment, Soundwave wondered what he intended to do with the long strip of an object. But he noted the metal end, and realized just before the man slammed it violently into the boys body. Metal connected with the boy's body so hard you could hear that too. The man wasn't stopping either. He watched it come down hard multiple times, in a flurry.

Then he stopped - finally, as the boy lay crying on the ground. "P-Please, help me..." he could hear the desperate plea for help that he could only imagine was toward him.

"I said shut up!"

The object went up again and slapped him hard across the face. At which point Soundwave realized just what it reminded him of. Another small - fragile young being that would beg onlookers for help. How he'd plead with them to help him as he was whipped with the sharpest coils after failing a match. The provocation without mercy.

Again - he looked at this boy, writhing on the ground as the man tore into him and felt... He felt like perhaps... Frag it, why did he have to end up at this house? This was not his business... He had no place doing anything.

But wasn't that the same thing so many had thought watching his savage beatings?

He'd hardly known what he was doing by the time he had begun to transform. And frankly, he didn't know that what he was doing was altogether the smartest move. But he would not be like them - so many of the members of the caste system who turned a blind optic to this. Soundwave was a lot of things: a murderer, a spy, maybe even a monster...

But he was _not_ a spectator.

The man had no time to react as his tentacle shot out. It grabbed Semore by the throat and threw him hard against the wall of his home. The scream that resulted from this was oh so satisfying in ways that Soundwave could hardly describe. "Your tormenting of this human is over," Soundwave told him, getting as close as he could towards the man without touching him. "I am taking possession of him."

"What the hell? WHAT THE HELL?" Semore shrieked, a yellow substance running down his leg by now. "What are you? What is this!?"

Behind him, Soundwave could see as Ben was scrambling to his feet. He tightened his grip on the man, while also scanning Ben to asses the damage. He was heavily bruised, but he had obviously stopped the man short of doing hospital-worthy damage. "Grab your belongings. You will not be coming back," Soundwave told him - as begrudgingly as he did so, before turning to Semore. "Second orders: Ben. Turn around."

"Is that it? You want him? Take him! Dissect him! Eat his brains! Anything!" the man stammered, violently pleading and reduced to heavy sobs. "Just don't hurt me!"

Soundwave thought for a moment about what to do with this pathetic piece of slaver filth. But as he did, again, his memories of his own treatment by slavers ultimately came back to his processor. He'd never had the chance to kill that mech - Megatron had done so when he'd destroyed the gladiatorial arenas. But he sure as pit was going to make sure this one never hurt another again himself.

Once Ben had turned from the sight, Soundwave threw the man as hard as he could against the ground. There was a loud snap as the human's back broke. His neck hitting the ground so hard Soundwave knew there was no way of turning back. The man lay limp on the ground, now merely a corpse lying in front of the prison he had kept an innocent child in for the last few years.

Once Ben had turned, Soundwave looked at him slowly. "He will never harm another human again," Soundwave noted, then added. "I will take you to safety elsewhere. Then we will part ways - and you will never speak of me to anyone."

Ben nodded his head slowly - looking a bit shaky as he stared at Semore's body. Soundwave knew that he was technically free now, but also understood what he had said about his social worker. For all he knew, this man regularly sent these children into slavery - and now frankly he could not allow that. He was no spectator, and he was no slave trader himself...

Frag this boy for reminding him too much of himself.

Ben himself took a long time before turning to Soundwave. Perhaps a little baffled that Soundwave had just done that. Perhaps having forgotten by now he was a sentient being - a living person who did not deserve such treatment and who was worthy of being stood up for. After all, Soundwave had only realized that when Megatron himself had done so for him.

"You have asked to travel with me. Do you still wish this or not?" Soundwave asked, making it clear he had only so much time to answer. "If I leave you here you will no doubt be returned to foster care. If you now hate it because of your "social worker" this is your one chance out. But you must make your decision here and now."

For emphasis, he transformed and popped open the door to the back seat. A long, fleeting moment passed and then Ben grabbed his trash bags. "I don't know... I don't know how to thank you for," he looked back at Semore's body. "I just..."

"Solution: don't. I need no thanks," Soundwave responded. "Get in. We have far to travel."

As the boy took tentative steps to climb into his backseat Soundwave rumbled. Hardly knowing that from this moment on, this passenger would change his life - forever.

* * *

A/N: Of course, here is where the story really gets started!


	4. Chapter 3: On the Run

GUEST: The Bee Team won't be around for quite a bit. We still have a few years to get through before we get to the RID2015 timeframe.

A/N: So here's where a bit of the Past!SoundwavexOC comes into play. So yay, some backstory for Soundwave! Though hardly the full story - that will come later. But yeah, here we go.

* * *

 **CHAPTER 3  
ON THE RUN**

Ben fell asleep sometime after they'd peeled out of the scene, and only woke up when the sun had already set.

It wasn't a shock - he rarely ever got to sleep, and his sleep-deprived body had finally given in. When he woke up, Soundwave was still on the move, driving along at a steady pace. He sat up slowly, trying to make out any sign of where they were going out the window - but failing to make out anything but trees. "Inquiry: how are you feeling?"

Ben nearly jumped out of his skin - surprised Soundwave had even realized he was awake yet. The answer was that he felt like crap - of course, between the bruising that lined his body and just about everything that had transpired over the last few hours. "I'm... I'll live," Ben rasped a little. "Soundwave... Did you... I mean was he...?"

He had collapsed so fast he didn't even have the chance to ask the question he was now trying to phrase. Did he really want to know the answer? Did he really want to know if Soundwave's first act as his newfound guardian was killing a man? "Affirmative, I terminated Semore," the mech replied, already knowing the question. "The action was necessary, had I let him live he would have found another youngling to exploit. He deserved to expire."

Ben wasn't sure that he could agree with that. But at the same time - Soundwave did make a good point. Not only could Semore no longer hurt him, but he couldn't hurt anyone. "He really made you angry, didn't he? You went from zero to sixty in no time," he explained. "What made you change your mind?"

There was a tense silence at that question. As if Soundwave really had no desire to talk about it, at all. After the silence had gone on for a while, Ben then added. "I know you said you didn't need a thank you. But thank you," Ben's voice was shaky. "If it weren't for you I'd probably still be back there."

For a moment he thought that the mech wouldn't give him any kind of response - but finally he did. "I simply did what I wished someone would have done when I was as young as you," Soundwave admitted, surprising him. "I know how it feels to be oppressed and feel as though you have no power. That is why I did not need your thanks."

"You were... You were enslaved?" Ben asked. "Like the real kind of slavery?"

Soundwave was so tense at the mention of this that Ben really didn't need him to vocalize his answer. That explained a lot, especially given the fact that he had dealt with Semore the way he had. But he also didn't want to dig into what Soundwave had gone through. He knew that he didn't want to go over all that Semore had put him through either.

Leaning against the passengers side door he added. "You know, when they find his body they're going to look for his car since it's not there."

"Already taken care of. I scanned an incoming vehicle on the highway," it almost unnerved Ben how quickly Soundwave had done so. "I have not detected issued amber alerts in the area yet, so I doubt authorities have come to any conclusions yet."

Ben nodded his head, figuring as much. At the very earliest he assumed someone would figure it out when they showed up to pick him up for school a few days in a row and he didn't show. "Can I ask you another question?" like it had stopped him before. "Why were you so... OK killing him?"

He had a feeling he knew the answer. He'd already gotten the feeling that this mech wasn't exactly supposed to be one of the "good guys". But at the same time he hadn't tried to hurt him yet. He'd all but protected him at this point. "There was a time that I would have killed any human I could," he admitted - then explained. "My time in another dimension provided me time to study your species more closely. It is hard for me to comprehend - but your species fascinates me far more these days."

Ben gulped slowly. "But you won't hurt me, right?"

"I just saved your life, human. Why would I then proceed to hurt you?"

Well, that was really the question of the day wasn't it? Though he supposed he should be glad that he somehow had a way to watch and get to know the humans better now. "So what about us made you change your mind about us then?" he asked curiously. "If you used to hate us?"

Soundwave was again quiet - but Ben couldn't tell if he was thinking. Or rather, if he was simply just the quiet type as he had somewhat observed. "You are not too far off from my own species. I quickly learned that if I did continue to look down on your species for its faults... I would be doing the same to mine," the boy nodded sort of surprised by what that may imply. "Some things humans do continue to disgust me or annoy me, however. Your inferior technology being one of them."

Ben couldn't help but laugh at that - but understood. After all, it would look inferior to an alien, wouldn't it? He sighed quietly, deciding that was enough questions for the moment. He dug quietly into one of his trash bags to find his next biggest concern: food. He'd ransacked a bit of Semore's house for it, and while the cans of food weren't much - they were something.

As he took one of the forks he'd also packed and began to eat he added. "Well, I guess I should consider myself lucky then. I don't think I'd want to be killed by a giant robot." Ben explained, frowning a little bit.

"You don't fear me now?"

Ben was silent, it was a good question for sure. Was he afraid of him per say? Not really. Until the mech gave him a reason to feel he was in danger he doubted he would be either. But his comments none-the-less did make him wonder what and who exactly he put himself in the company of. "You might not be a "good guy" but you still saved my life," he explained. "I can't be afraid of someone who would go out of his way to save someone's life like you did. Someone like that can't be all bad."

Soundwave never responded to that.

* * *

 _"Someone like that can't be all bad."_

As Soundwave drove through the night, Ben again having fallen asleep that rang in his head. It wasn't a lie - he supposed, Soundwave wasn't all bad. He never had been really, simply what made him "bad" had been a product of his life. But in its own way, his inability to make the young human even the least bit nervous did feel odd.

It reminded him of better times.

It was hard to believe anymore that there were better times. But even the "better times" to most people would have been a nightmare. He'd remembered the last time his intimidation had been questioned, back when he was still a gladiator. Back when he'd done something few gladiators ever did... He got bonded, to a beautiful femme whose image still flashed in his processor.

He remembered what they'd said of him then. That he was soft, that he'd let himself give into feelings rather than the pure, unadulterated rage of a gladiator. And it'd only gotten worse later on, when two vorns later their twins had been born: Rumble and Frenzy.

He tilted his rearview mirror to watch the slumbering boy. Perhaps that was the reason Ben had some level of trust for him, he wondered. Did the boy sense that he still had his "Sire Programming" activated? He knew that it had an effect on Cybertronian younglings, but he had never once considered human children could sense it as well.

If it was, then he should not have felt so comfortable if he knew better. He'd never been able to protect his own children with it around - and there was a chance he wouldn't be able to protect Ben either.

His spark sunk as he thought of that situation. A situation that he had kept from his processor for far too long. Soundwave knew why he did that though, forgetting his long gone mate and sparklings was far easier than feeling the sharp and severe pain their memories brought. But with Ben here? Well, the boy was making him think of his two children more than he had ever desired to. Even if they'd be well over twice his age by now in Cybertronian terms.

He mentally shook himself from his thoughts, not wanting to feel as saddened as he was. His processor now focused on where he was. He'd been driving for the better part of the day, and it was fast reaching the middle of the night, the perfect time to stop. They were still in Wyoming as far as he could tell - so he elected not to stop at a motel, just to be safe.

He couldn't believe he was thinking of the safety of a human.

But then his mind came to Rumble and Frenzy again. What if it had been them? If they had been still functioning, that is. What if they had found themselves in this situation? A situation that he knew all too well himself given how he'd been treated as a sparkling. Primus, the reasons he was doing this piled on every day, and it bugged him.

For so long, Soundwave had avoided his emotions. But the more time he spent around this small human the more he was forced to confront them again. If it had been before, it would be like he had told Ben himself... He'd have never cared just because he was human. But a part of him HAD been fascinated, however minorly, with the humans after observing them from the Shadowzone. And perhaps Ben would also have some use for some time to keep him from being caught by the humans.

All he knew was that he would not let himself get attached. It wouldn't be hard, he didn't much like most people, other than a few fellow Decepticons. And so far while the boy wasn't entirely annoying, he did ask tons of questions. And act a little too annoying... It wouldn't be hard to get around not feeling anything for this kid despite being his traveling companion.

Either way - he was going to get through this he told himself. Soon enough he'd find somewhere safe to drop the boy, and after that it would be over. This place had to have somewhere that would take the kid without asking questions, didn't it?

As he thought of this, he finally found a small rest stop. It was still somewhat in the open, but at least here they did not need to check-in or anything of the sort. For a moment, he continued to sit there deep in thought. This was going to be a difficult journey, indeed, but hopefully with any luck it wouldn't be too much of a hassle with the boy.

If he ever got him to stop talking for more than five minutes - or however long he ended up sleeping.

* * *

Soundwave was almost concerned when the boy wasn't in his backseat upon his waking up.

But of course, he didn't truly panic too much, given there were no authorities around. Instead, he waited for some sign of where the boy had gone off to. A question which was answered quickly when he noticed him coming out of the rest stop with two bags in hand. Had the boy purchased something inside, he wondered? As he got closer he noticed the boy had changed out of his old clothes into new looking ones, confirming it.

That led him to the question: "Query: why the new clothes?"

Ben arched his eyebrows in surprise. As if he didn't quite understand what Soundwave was confused by. The mech opened up his backseat as the boy tossed the bags inside. "They were selling them. I mean, they aren't great but what else was I supposed to do? I can't go dressing like I was when I left," Ben explained. "I'm trying to get away from foster care, not get taken back in it the second they issue an amber alert."

Well then, Soundwave hadn't expected Ben to think that through. After all, he was merely a child, and children usually didn't think of things like that. "An intelligent action, indeed," Soundwave agreed, then noted. "Did you steal those?"

"What? No! I took some money when I thought I was running from Semore," Ben replied, something that shouldn't have surprised Soundwave either. "I came up with a name for myself too. Ben Cunningham, do you think that works? I figure I'll never remember a new first name so that would be stupid..."

Soundwave was thankful the boy was thinking this through. At the very least he was a smart boy and knew that he had to stay one step ahead of those that would take him back. "Your first name is Benjamin, correct?" Ben nodded. "Your name is now Bennett Cunningham. I will create a birth certificate when I have a chance to hack the right server. This will help to keep people off both of our trails."

He knew that to the boy that probably felt wrong. But at the same time, if they did this, if they really wanted to get him to somewhere he could feel safe they had to do it right. So "Bennett Cunningham" was the name this boy would have to get used to. "Alright, alright I think that will work," Ben noted as he looked out on the road. "... Where are we going anyway?"

The mech could hear the nervousness in the human's voice. But at the same time, he knew that the boy was probably just nervous not knowing the plan. "I have somewhere to go in Nevada," Soundwave told him simply. "Along the way I will hopefully find somewhere to bring you."

"And if you don't?"

Soundwave didn't want to think in those terms. He was hoping that the base in Nevada would be his key off-Earth. And this human could hardly hope to survive in Cybertron's atmosphere. So there was no reason to give this boy any ideas... "That question is illogical, we will find somewhere," he told him bluntly. "Are you done with your business in the rest stop?"

"Yes, sir."

"Then we need to go," Soundwave replied. "We still have much ground to cover."

Ben didn't argue, simply climbing inside. Yes, Soundwave noted as he closed the door, this was going to be a long trip to find him a place to be, and some way off planet. But hopefully if his actions at the rest stop were anything to go by, being on the run with him may not be so bad.

* * *

A/N: Woo, yeah, kind of a filler chapter. But I figured it was sort of a necessary one to answer some questions that they'd both have. So here it is!


	5. Chapter 4: Opening Up

GUEST: No name for her yet, stay tuned!

211NIGHTHAWK: You know I love your stories so HMU with those thoughts!

ZEROFILLERBUSTER: Thanks!

WAYNE2049: Thank you so much! It really means a lot that my writing has made that much of an impression on you. I pride myself on trying my best to write realistic and engaging OCs, so it always makes me happy when someone says I have - especially when they don't usually read OC stories! I hope it continues to impress you.

A/N: Wow, this is the most reviews a fic of mine has gotten this quickly in a long time! Feels like the ones that come the most unexpectedly seem to end up that way! :D I'm so glad you all are enjoying the fic, I really am. Thank you for all the reviews, favorites, and subscriptions - they've really boosted my confidence toward writing a fic like this.

* * *

 **CHAPTER 4  
OPENING UP**

They'd been on the run for close to a week now.

In that time Semore had been discovered, but to their luck, it was assumed a freak accident considering his back was broken. Ben's amber alert was issued around the same time, none to his surprise. But nothing that was said implicated him at all either which easily made the boy relax.

It had been Ben's idea to stop somewhere for a new haircut after that. Soundwave had thought it may be a bit of a waste of time, but he figured it would make him stand out less. So he'd gotten his normally unruly blonde hair cut to a short brown that looked cleaner than he was used to. Looking in the mirror now, he still looked like himself in the face, but with the short hair, anyone who knew him in the last three years would hardly recognize him.

Plus, frankly it felt good not to look like Tarzan anymore.

Right now, however, they were back on the road, trying to make up the time they'd lost. After all, they'd had to stop a few times to make sure they weren't found. He'd spent a lot of the time watching TV in motels, as well as talking to Soundwave, but things were a little boring. That said, he knew it had to be that way, lest he wish for "excitement" and things get work.

Right now, they had moved from Wyoming into Idaho as of about a few hours ago. At least, that was what Soundwave had told him. Right now, it was nighttime, as it usually was when they were on the move. Trying to keep things low profile and helping to keep them moving in the shadows. As a result, Ben was getting used to sleeping during the day and remaining awake at night.

Right now, he was simply watching the sights move by, drinking a soda quietly. It was at this point that, for some reason, he wanted to bring up a question that continued to bother him. "Can I ask... Why are we going to Nevada?" it probably was going to surprise Soundwave, but he didn't mind. "Sorry if that's digging, I'm just curious."

Soundwave was his usual silent self for a while, but finally replied. "I hope there I can find a way back to my home planet of Cybertron."

Ben made an "oh" expression with his face. Though he hadn't learned a lot about Soundwave's species or culture, he'd already mentioned Cybertron which he guess made sense. "You got family waiting for you there or something?" he asked. "Wife? Kids?"

Soundwave made some sort of noise that made Ben feel a quiet dread that he couldn't explain. The mech seemed to sigh after it, and then finally spoke. "Negative. Sparkmate: terminated. Sparklings: terminated long ago," he explained, which made Ben feel worse. "I simply wish to return home. There is nothing for me on this rock."

Ben frowned now, leaning back as he tried to think of what to say. The tone indicated grief, which made it clear Soundwave had not killed them - he was mourning for them. After a long moment, Ben decided that he should say something, even if it was hard to think of what to. "I... I understand. My family, they're all dead too you know," he explained. "Well I don't know about my dad's parents... I mean he grew up in foster care, but my mom and dad..."

Soundwave continued to drive in silence - so Ben continued to speak. "I mean, I really didn't know my mom. My parents were teenagers when they had me. She walked out when I was a moth old I think," he explained. "Dad says she OD'd when I was five. I don't know what that means but I guess she died."

To his surprise, the mech finally responded. "And what happened to your sire?"

Ben was silent now, and he was almost never silent when someone asked him to talk. He opened his mouth once, and closed it, not sure what to say. Then repeated the process. He looked down after the third time, and finally spoke up. "My dad raised me... He was the best man I ever knew. He worked as a mechanic while he went to college... And then he decided to be a cop," he replied uncomfortably. "He was a really good cop too! He saved lots of people, and he..."

Ben felt the tears form, trying to choke back a sob. He tried hard to keep himself together, but it wasn't easy. "One day, one day after school he didn't show up... Some of his other cops did," Ben told him, starting to break. "Dad was called to some sort of big fight in the city. There was this building and they were holding hostages. He was getting some of them out. They said the bad guys shot him in the head, he didn't feel it..."

He couldn't go on any more, sobs breaking out in a way that he couldn't control. It hurt him physically to think about his dad. A man that had such a presence in his life - and he never even had the chance to say goodbye. Soundwave didn't reply - and Ben didn't expect one...

But he proved him wrong.

"My sparkmate and younglings died in a bombing," Ben looked up, surprise in his eyes that Soundwave was now opening up to him in return. "During the war on my home planet, I put them in a protected place known as a youth sector to keep them safe... In the very beginnings of the war, all of them were wiped out, along with many innocents."

Ben felt pained at the thought of that. He could only imagine, after suffering the loss of his father, how it felt to lose what he assumed was Soundwave's kids. Let alone his wife... It was a wife, right? He figured. "I'm sorry," Ben murmured, wiping his tears away. "That's horrible."

That's when Soundwave surprised him again. "I am sorry you had to suffer such tragedy as well," Soundwave admitted, his voice filled with honesty. "No sparkling should have to grow up without creators."

Ben looked out the window slowly, trying to keep his mind off of it. He knew that was true, kids deserved parents, and his dad had been the only one he had. After his brutal murder, he went straight to foster care with Semore and they'd all seen how that went. "Why would you want to go back to Cybertron if you have nothing left there either though?" he asked curiously. "I don't know if I could do that..."

He didn't get a reply to that one, but he wasn't surprised. He was sure that Soundwave had his reasons. Personally, he was glad to get out of Wyoming now and away from that tragedy. But he wasn't sure if everyone felt that way. "One cannot run from tragedy forever," Soundwave told him with a great deal of wiseness in his tone. "Someday you may come to understand that."

Ben wasn't sure he ever would.

* * *

Soundwave couldn't believe he'd felt something when Ben had broken down like that.

The sounds of his sobs from the back seat no less than six hours ago had made his spark sink. He felt more than sympathy for the human n that moment - he realized. He felt the overwhelming desire to comfort him, so he gave him the knowledge he was not alone in his pain. What the pit was this? He didn't... He didn't feel things for humans, young humans or not.

But here he was.

As usual, he tilted his rearview mirror to watch the boy. Normally, he had gotten used to sleeping in the day but right now? Well, he had a feeling the boy had cried himself to sleep. Not that it bothered him more than a little... He barely knew this boy, and even if the new development to his feelings were strange it didn't mean that he was suddenly going to turn into anything but what he already was.

All the same, a part of him did hate seeing the human like that. If only because, for all of his annoying questions and frustrating qualities, Ben hadn't been the worst companion thus far. He had in fact been a window into the human psyche that proved rather interesting and informative. And as a result, he couldn't help but not like seeing the human break like that. Just as he hadn't liked seeing him beaten and bruised.

Ben stirred again when the sun began to rise and Soundwave moved the rearview mirror quickly in return. He'd rather not give the human any other ideas about the two of them. They were currently traveling companions, and that had been a one-note situation and that was that. "Man, how long have I been out?" the boy questioned almost immediately. "I didn't even know I fell asleep."

"Approximately six hours," Soundwave replied without missing a beat. "We should be reaching another town very soon. This town is out of the way - I assume we could spend a few days there."

He knew that would be necessary sometimes. If they just kept moving they may draw suspicion. But it was Ben who raised a hand and noted. "Wait, a few days? Of me walking around by myself? No offense, Soundwave, but that's going to make us stick out like a sore thumb."

Soundwave grunted, as if he hadn't thought of this already. While Ben had spent several nights in motel's, Soundwave had worked on repairing a bit of technology that he hadn't had use for before. Having had an aerial alt mode without a driver, it had been easy to get around before. But he now had reason to use the "holoform" technology that he had developed earlier in his time on Earth.

It had been based on the two-wheeler bot, Arcee's own holoform. And when used, created a solid hologram of a human that, while it could not move too far away from his alt mode, would do for the moment.

It had of course, been damaged during the fight with Skyquake. But after some tinkering with tools he had lifted from the farmhouse, he'd fixed it. And to prove this point, he activated it in his drivers side. To Ben it would appear another human was now there. Though if one looked closely they might notice some oddities. The man was tall and lanky, much like his bipedal form. But despite his normal looking tan skin and his slicked jet black hair, one would notice that if they tried to touch his sunglasses or remove them, they couldn't.

After all, even Soundwave couldn't perfect it.

Luckily, however, the voice he was able to project through it used a voice modulator. So his robotic and unnatural voice was replaced with one that seemed deep and more human. "This is my holoform. It can only be four miles from my alternate mode before it disappears," Soundwave explained to the boy. "To everyone in this town, this is your father - and we are on a road trip."

Ben's eyes widened as he leaned forward to look over the holoform. "Whoa! That's so cool!" Ben replied. "Could you always do that?"

"No, the technology needed repair," the mech replied. "Or I would have made use of it sooner."

Ben nodded his head in what he guessed was understanding. After all, even if Soundwave's windows were tinted, all one needed to do was open the car door and things could go very wrong. "Well, at least you got it working," he replied, but after a brief pause added. "Look, 'Wave, about last night..."

"What about it?"

He knew what the boy was implying of course. But at the same time he didn't want to talk about it too much, so if that would make the boy avoid it... "I'm sorry for breaking down like that. I shouldn't have put you on the spot like that," Ben told him, not even bothering to beat around the bush. "I just... I never... I haven't talked about my dad in a long time. Semore never let me, and I miss him."

Soundwave hated to say it, but he couldn't argue with that logic. If this boy had been denied the right to speak on his father, or get out his feelings about his death of course he'd feel that way. If the boy had gone straight to Semore, like he now assumed he did, he'd never even had the proper time to grieve. And so his answer was not the one Soundwave originally thought to give...

"Your apology is unwarranted. You are taking the chance to grieve," he told him, hardly believing the words were coming from his own voice box. "You should take as much time out of your newfound freedom to do so. But perhaps in not such a grandiose manner."

Ben looked up at him, and then asked something he was equally surprised by: "Do you ever grieve... Or cry for them? Can you even cry?"

He knew that "them" meant his family. And the question nearly made him stop in the middle of the highway. Of course they could cry, they cried coolant and sometimes Energon. And if he were being honest, the answer was yes. Though he'd numbed himself from doing so after the first many vorns after their death. And he'd put all of his anger and grief towards defeating the Autobots and their leader who let it happen.

But he wasn't really sure if he wanted to open up in such a way. And as such his answer was a simple: "I process grief in my own manner."

It was true at least.

After a while, Ben simply nodded, and the conversation was seemingly over. With perhaps the greatest understanding of each other that either had so far. Which scared Soundwave even more... If they came to understand each other even better, would these feelings persist? Would he grow to care about the boy even more? Maybe even come to love such a creature as his own?

No, no... He was not going to let that happen. He had bigger things to worry about, bigger fish to fry... He would not let himself get that close.

Not if he could help it, that was.

* * *

A/N: Yep, it's a shorter, but important chapter.

Also as everyone will probably raise eyebrows at him blaming Optimus and the Autobots for the youth sector bombings don't worry they were **NOT** behind that in this fic. I know Megatron did that, we know it, but Soundwave? That's another story we'll get into as the fic goes on. ;)


	6. Chapter 5: The Sound of Music

GUEST: Maybe, but a lot of that will be covered here. Also Soundwave was a founding member of the Deceticons - at least in my mind.

WAYNE2049: Thank you so much again! As for your question, Soundwave likely has parents, but he doesn't know anything about them. Since he grew up in slavery, I doubt he'd know anything at least.

WIGGLES: Yes, that's me. I've just been lazy about updating there, honestly. LOL

A/N: Alright then guys, here we go, next chapter! Man, you guys have really helped to keep my muse going with all the love this is getting. Thank you all!

* * *

 **CHAPTER 5  
THE SOUND OF MUSIC**

Soundwave was trying his best to blend in with the humans.

They'd stopped in the small town as promised and it had not been easy. So far, Ben was a good enough liar, but still seemed to struggle. Soundwave had needed to step in a couple of times, but so far most people bought that they were father and son. Though at the moment, he couldn't help but feel some eyes were on them considering they were living out of a motel, or rather Ben and his holoform were.

Right now that's where they were, in a motel. Ben was sitting carefully on the bed where he was flipping through the channels. Soundwave was bored of watching this, but at the same time he needed to keep his holoform inside just in case anyone noticed him alone in here. Primus, he may have liked the kid OK but so far being "on the run" with him was a pain in the aft.

Well, at least he wasn't really.

Right now though he had learned a few things from watching Ben watch TV. First of all, the human was absolutely captivated with cartoons, which Soundwave found too childish himself. The other thing he learned was that Ben was a writer.

It had surprised him to learn this - but he quickly did when Ben asked Soundwave if he could go into town to purchase a notebook and pen. The boy then had taken to watching the cartoons and writing up his own ideas as he did so, writing them down in a flurry as Soundwave watched curiously. The thing was, the boy wasn't half bad either - though he only held the vocabulary of a child his age.

Even now, there he was, writing away as some stupid cartoon involving wild characters in a fantasy land. He'd heard it was called "Something Time" but he hadn't really cared to learn the first word. "Do you even truly pay attention to the stories you watch?" Ben's head shot up in surprise as Soundwave spoke up from the chair his holoform was seated in. "It seems since we got here all you do is spend your time writing."

The boy looked down at his work a moment before looking at Soundwave. "Well I need something to pass the time. Since this is a really small town. Not like I'm going to school or anything either," Soundwave tried not to laugh that off, what kid wanted to go to school? "Don't you ever do anything for fun?"

Soundwave thought quietly on his answer to that. He hadn't really had time for "fun" in a long time... But when he was able to do so he had enjoyed the Cybertronian music, and spending time with his family. Only one of those things existed now, and it was the music - well, human music now he supposed. He'd listened to some of it through his newfound radio on the road but it had been nothing as spectacular as the Cybertronian hyms.

He brought himself from his thoughts long enough to reply. "I often enjoyed listening to music on Cybertron. When my master allowed," Soundwave explained. "It was taken from us during the war, but I often think of it."

"You guys had music?" Ben asked, curious now, and his attention diverted. "Can I hear it?"

Soundwave shook his head. "It was lost to us..."

"Come on, you didn't save anything from when you had it?" Soundwave looked curiously at the boy, surprised at how interested he was. "Even a little?"

Soundwave was silent for a moment as he thought back hard. So many things had been destroyed during the war. And he wasn't entirely sure that he still even had small snippets of the music. Eventually however, his real form found the only recording he had. A voice clip of his bondmate singing his sparklings to sleep at night...

After a long hesitation he played it from the speakers, just loud enough to be heard.

It was sung in a way that Ben would not understand the alien language. But he could still be given at least a small taste of what their music was like. "It's beautiful..." Ben spoke up as Soundwave allowed the clip to play on. "So you do have some music left?"

Soundwave was silent, but finally replied. "It is my bondmate, Crecent. Singing to our sparklings," Ben's face fell a little at that. "It is our variation of what the humans call a lullaby."

Ben looked like he didn't know what to say about that. No doubt he was still processing their talk a few days ago about their respective losses, after all. "She had a really pretty voice... I mean, it sounds different... But a pretty different," Soundwave knew he was being generous in a way given it sounded a lot like metallic noises to him, but still... "My dad used to sing me to sleep too. He wasn't good at it, but he wasn't that good. He was kind of goofy..."

Soundwave nodded his head, not sure what to say about that as well. "Was she a singer?" Ben asked curiously.

The mech wished that had been the case. But of course it wasn't, no one from an Art Caste would have ever bonded with a gladiator after all. "No, she was in my position as well," Soundwave noted as he carefully ended the clip. "I would not be so lucky as to have a "singer" as a sparkmate."

"What WERE you there Soundwave?" Ben asked. "Just a slave or...?"

"Answer: Gladitorial Slave. Forced into combat," Soundwave told him, wishing he hadn't asked that question and brought those memories again to the surface. "Not dissimilar to the "games" that took place in the Roman empire."

Ben was silent. "I'm sorry," Ben shook his head. "That... I mean, having to-"

"Change the subject."

It was curt, but Soundwave didn't want to have this conversation with Ben, or anyone. His past was something he hardly put out in the open for a reason after all. Ben decided to keep the conversation on music, much to Soundwave's somewhat annoyance. "My dad used to sing me old rock n'roll. He loved that," Ben added. "Nothing that soft, he was never good at that. I mean he wasn't good at rock, like I said. But he was at least better than that."

Soundwave tilted his head, seemingly curious. "Your sire sang you Earth rock-n-roll as a lullaby?" Soundwave questioned, unsure of what to say. "Your sire was a very curious one."

The boy simply smiled, and looked off into the distance. No doubt considering that to be in a good way. "Yeah, my dad was the best," he replied with a smile in his voice as well. "Hey Soundwave... Do you believe in Heaven?"

"What is "Heaven"?" Soundwave questioned, before finding the answer online himself. "Ah, the Well of Allsparks. Yes, I believe in it... Why?"

"Do you think my dad can see me from there?"

Soundwave paused a moment - surprised by the deep question. Though it wasn't far fetched that someone like Ben, who had lost his family, had thought about it before. But the pain in his eyes that appeared yet again gave him that pang of his own sadness again, fragging kid... "I do not have the answers you seek," he explained, surprising Ben with his curtness. "But I think you should believe whatever puts your mind at ease. All beings have a different definition of, and name for the afterlife. Some even believe in spirits and life beyond death. What you chose to believe is your decision."

Ben smiled, as if that was somehow comforting enough to him. "I think he does... Sometimes I can feel him. Or at least I feel like I do," he put his hand over his heart slightly. "I bet your sparkmate and sparklings watch you too."

Soundwave felt his spark warm a little at the very thought. It was a kind sentiment that wholy surprised him from the mouth of a child. But then again, this boy was probably one of the kindest beings he'd met in the eons.

Which almost made it tragic they'd been stuck together.

* * *

Ben walked down the street of the town quietly, taking in the sights.

The next morning, Soundwave had gone on a scouting mission but promised to return soon. Leaving Ben to his own devices for a little while and allowing him to do some minor exploring. And he did mean minor, there was hardly everything here. Though he hadn't expected much from a town with a population of only a couple hundred.

To be honest, he felt lots of nerves as he walked through the town. Would today be the day someone recognized him? Would he be taken from Soundwave...?

Soundwave, he knew that he was supposed to part ways with him, not get too close. But he was slowly growing fond of him. So far, despite the fact he'd told him so much of how he was a "bad guy" he had taken good care of him, and been a good friend. A little out there to be sure... But nothing that threw up red flags outside of perhaps being on the wrong side of a war.

As his mind wandered, he himself wandered into a small candy store on the corner that he'd come to enjoy. He still had a lot of money from when he'd left the farm, so he had no qualms spending a good couple of dollars on the candy. Though he also knew, at the same time, that he needed to conserve and this would probably be his last trip while they were there.

The store was small, and really old-timey. But then again, Ben had surmised that it had been an older town that they'd stopped in. Running his hand along the rows, he'd only been inside for less than a minute when a voice got his attention. "Hey, you're the new kid, right?"

The voice nearly made him jump out of his skin as he looked behind him. The voice belonged to a girl his age with olive skin and curly black hair, she had a smile on her face as she approached him. The arrival made Ben nervous - he hadn't had a lot of interaction with people in town, except when he had to. But this was the first time anyone had really gone out of the way to talk to him. "Y-Yeah," he managed, his voice stammering a little. "Hi."

"Hi yourself," the girl commented. "Betty."

As she held out her hand, Ben slowly took it, with a small handshake being exchanged. "Umm... I'm Ben," he managed as best as he could. "Nice to meet you."

She nodded her head, and almost immediately started to ask questions. Ben was used to that, he was a curious individual, but the first one that she asked caught him off-guard. "I haven't seen you at school yet, but I see you walking in town all the time, what's up with that?"

Ben swallowed, unsure of how to answer that. He'd almost asked Soundwave to enroll him in school for this reason, but the mech had argued they wouldn't be there long enough. "Oh, uh yeah... My dad and I are on a road trip," he explained. "So I don't go."

"A road trip? In the middle of the school year?" Betty asked curiously.

Crap. This girl was reading him like a book he figured. He could tell by the look she gave him between smacking the bubble gum that she was blowing. "Oh yeah, yeah... Dad used to be a teacher, so he's been teaching me what I'd learn," God that was a dumb excuse, what was he thinking? "So I guess I'm kinda being home schooled?"

The girl looked at him curiously, as if reading him. Ben didn't know just how good a liar he was, but he hoped he was good enough. He didn't want to raise red flags and get Soundwave caught, that was the last thing he wanted. "Ah, that's cool. You're lucky, school sucks," Betty finally managed, allowing Ben to relax as he realized it had worked. "Still that's gotta suck. Can't be making too many friends."

Ben hadn't even thought of that - but it was true. He hadn't made friends while living with Semore either really, so it hadn't really struck him. But now that he was free of that man, he had a chance to make friends, at least for short spurts. "Well... Where can I make 'em if I'm not in school?" he asked curiously. "Know any fun hang out spots?"

Betty smirked as if she'd been waiting for him to ask. "Well, I was just heading to meet a couple of kids at the local diner. We always go there after school," she smiled a little. "You're welcome to come. I think most of us are kinda curious about you since you've been keeping to yourself."

He stood there for a little while, thinking about whether or not he should. Soundwave couldn't worry too much if he was only gone for a little while, right? "I should probably leave my dad a note in our room first," Ben explained. "I lost my phone and all..."

"Cool, I'll come with you," Betty replied. "Then you won't get lost on your way."

Ben gave a small smile, liking the sounds of this. Maybe this wouldn't be so bad - the idea of making friends actually made him a bit excited and scared all at once. Could he really get back to being social after so long of being isolated? He didn't know... It would definitely be hard, but he had hopes that maybe he would be OK.

* * *

A/N: Yep, next chapter we get Ben's first real interaction with society since being taken away from Semore! Anyways, hopefully that next chapter won't take as long to finish. XD


	7. Chapter 6: Caring

**IMPORTANT:** So, you know how I said I changed Soundwave's time in the Shadowzone from one year to fifteen years? Scratch that. **BACK TO ONE YEAR**. Here's why: as a reviewer helped to point out, according to Rescue Bots, continuity dictates there is a **THREE YEAR** gap between Prime and Robots in Disguise. So this created a plot hole I didn't want. As such, I of course backtracked! Hope this doesn't confuse you all.

GUEST: You'll see this chapter on the Betty part! And as for AO3, honestly, whenever I get off my lazy butt. LOL

ZERO FILLERBUSTER: Thank you! Glad you enjoyed!

A/N: Alright, now onto the next chapter now that I have facepalmed at myself for not realizing there was a canon answer! LOL

* * *

 **CHAPTER 6  
CARING**

Ben sat at the table awkwardly.

It had been so long since he'd hung out with anyone outside of school. And even then he'd always been the "weird" kid at school so it felt weird. Betty and her two friends: Matt and Sarah were all nice. Or at the very least seemed nice. But at the same time he felt a bit nervous about even talking about things he liked. Would they share anything in common, or what?

A part of him wanted to walk away, and go back to Soundwave. He was comfortable talking to Soundwave. But at the same time, he also knew that he needed to do this. He couldn't spend all his time only speaking to robots, he had to make sure he kept his social standing with humans. After all, Soundwave planned to find him somewhere safe to live - among humans.

"So Ben," his head shot up as Sarah, a blonde haired petit girl with blue eyes spoke up. "What does your dad even do that he can afford to take you on a road trip, away from his job for a whole... What was it, three weeks?"

Ben hadn't even thought about that. What did he even say that Soundwave did? It was hard to think of something that Soundwave would do. He didn't even know what he'd done in the group he'd called the "Decepticons" to go off of. Rubbing the back of his neck, he quickly thought of the last thing they'd talked about - music.

Well, maybe it would be believable.

"He works in music!" Ben spoke up. "He's uh... He's a producer, so you know. That's part of the road trip, we're traveling around, checking out the music."

Matt, who was a tall, dark skinned boy with a lot of muscle seemed to perk up at that. But Ben could only softly hope he wasn't some sort of wannabe-musician, suddenly worrying about bringing that idea up. "Oh wicked! Does he produce anyone we'd know?" he asked. "I bet you had to have met a lot of big stars, right?"

Ben stammered a bit, chuckling a little. "Uh... Not really. Dad doesn't mix work and home life," Matt seemed disappointed by that. "But I haven't really known him that long either. It's uh... He's my foster dad. So I guess maybe I will eventually?"

It wasn't a total lie. Yeah, Soundwave wasn't really his foster father, but he was the one taking care of him, so this was a good way to get around any weirdness. "Oh wow, really?" Betty raised her eyebrows. "But you already call him your dad?"

"Yeah! I mean, he said I could... And I haven't been able to in a long time," Ben swallowed a little, stirring the soda in front of him with his straw. "My dad died about three years ago. And I've been pretty lonely ever since."

Matt frowned a little, then leaned back. Ben wondered what that could mean until the boy finally added. "So you're a foster kid too?" wait, had he just said "too"? Ben nodded slowly. "I guess I should have figured with how nervous you are... I know the feeling man. I've been in foster care since I was seven."

They locked eyes for a moment, with Ben looking surprised by that. The boy didn't seem to be treated badly. And he was out and about. So he'd definitely had a lot better of a time in the care system at least. "Yeah, I was nine," Ben replied quietly, looking down. "How are the foster homes around here?"

Perhaps it was a little premature to be thinking of ending his journey here. But at the very least he could have a good idea of what it would be like. "Oh, it's not a foster home. You're kidding right? Too small a town. I live in a group home, and it sucks," Matt replied. "I mean the people in it are great and all. But there's literally no space or alone time. It bites."

Well, there went that idea, Ben thought. He'd heard that group homes were some of the worse places to end up while in foster care, and he had no desire to go there. But his mind wasn't on that very long before Betty scrunched her nose, and then looked at him. "Hey Ben, did you say your dad was in the music business?" Ben nodded. "Didn't you say he used to be a teacher though?"

Crap, he had told her that! Ben bit his lip, already feeling all eyes on him. "Yeah! Yeah. He USED to be, but now he's a music producer," Ben laughed. "Guess he got bored of teaching, I don't know..."

Even now though, he felt like he probably wasn't a good enough liar for this. Betty kept her eyes on him for a long moment, as if trying to read through him and tell if it was just that: a lie. Was this it? Was he about to be found out? Would he be turned into the authorities and... "Well, I don't blame him. Who wants to be a teacher anyway?" inwardly, Ben sighed as Sarah brought that up. "Makes perfect sense to me."

Thank God that he was pulled away from that.

Betty nodded her head in agreement after a long minute. "Yeah, I guess that does make sense," she explained. "Hey, Ben. Speaking of music... If you're down we're going to this free concert tomorrow. It's a local band but they're totally cool."

"Say yes, she's crushing on you and if you don't I won't hear the end of it."

Betty gave a sharp kick at Sarah's leg for that one, a fact which made Ben blush. A girl was crushing on him? Really? He licked the side of his lip - wondering if Soundwave would even approve. "Yeah, it's in that roadside bar outside of town," he explained. "They let you in underage though if you don't sit at the bar. So we should be good."

Outside of town? Well, Soundwave wasn't really too big on keeping him under close watch, right? What could it hurt? "Yeah, uh, I'll talk to my dad about it. What's it called?"

"BJ's. Here, I'll give you the address."

As Sarah proceeded to take a napkin and a pen from her backpack Ben smiled a bit. Maybe, just maybe, even if they didn't stay there he could make friends with these guys. So long as he didn't blow their cover first.

* * *

Soundwave cringed as Ben related things to him later.

He'd come back, but taken Ben out of town so they could talk face-to-mask about the situation. The fact Ben had been so close to exposing himself made him nervous. But surprisingly not for his own safety, but rather, he felt a bit of fear for Ben's... If these kids had gotten the idea that Ben and him were up to something, they could have told their parents, parents who might have seen the amber alert...

Parents that could have taken Ben from him. Wait... Had he just shown fear at that?

The mech tried to pull himself back, but still that feeling persisted. That feeling that he'd had for some time now and nagged at his processor and spark. He was enjoying this human's company. For all of his annoying questions and jovialness he actually quite liked this twelve year old. And it was making it harder for him to imagine their parting.

He shifted a little as he thought of this and began to pace. What did he say without giving this boy the wrong idea about their relationship? What did he say without giving himself the wrong idea about it? The latter was harder, given the fact he was growing increasingly fond of the boy. "You need to be more careful if you do not wish to be taken from me," he finally managed his voice tense. "The one girl saved you from being discovered."

Ben frowned a bit at him, his eyes scanning Soundwave. The mech knew the child couldn't read his face with his face mask on, but no doubt he was trying. "I uh... I thought you wanted to get rid of me as soon as you could anyway," Ben replied finally. "It really would have been my fault if that happened. And you know I wouldn't have said anything about you."

Soundwave was silent - considering what to say next carefully. This boy had an unhealthy habit of somehow knowing what he was feeling, he could tell. "I suppose it is illogical to deny we are bonding," he managed, to which Ben's look seemed to soften. "Try as I might to see you as another human, your qualities are making me alarmingly fond of you."

Ben looked at him with a face filled with confusion. No doubt not understanding what his guardian meant about that. "I don't... I mean, is that really alarming?" he asked, as innocently as he usually would. "I mean, I'm coming to like you too, Soundwave. You've taken good care of me so far and you're a good friend. You even listen to me when most of the time Semore would tell me to shut up."

And that was what Soundwave was afraid of. They were growing fond of each other, their feelings were already becoming involved and they'd only been on the run a few weeks now. Again though, Ben brought up another alarming question: "Are you saying you might not want to get rid of me after all?"

Get rid of him. When he'd been hiding out as Semore's car that might have been easier to say. But right now, that almost seemed harsh. Looking out towards the sunset, he thought quietly to himself and came up with the best answer he could. "I am saying I do not know what I wish to do," he explained. "If I can get off your planet, that would indeed win. But if I am stuck here, parting with your companionship will prove harder than I first intended."

"So what you're saying is you care about me?"

Soundwave thought that much would have been obvious by now. But at the same time, he had to remember the horrid things about himself that Semore had probably pounded into Ben's young brain. It was also this reason he decided that it would not hurt to let him know... To let him know that yes, he did care what happened to him, despite how hard he tried not to.

He couldn't lie to himself anymore, and so he said it. "As hard as I have tried to keep myself from attachment, yes, I do care about you," Soundwave told him. "It is... A very hard emotion for me. I have not felt it for longer than eons... But I do."

Soundwave noticed the look in Ben's eyes. A look that absolutely surprised him. His eyes looked as though he was somewhere between disbelief and genuine happiness. "Your silence confuses me," he explained, after the boy had started to wipe a few small tears that had formed in his eyes. "Inquiry: why would this notion reduce you to tears?"

Ben hesitated to reply to the mech. Soundwave could tell by how tense he was, and the look in his eyes as well as it shifted. "You're the first..."

"The first what?"

"The first person to care about me since my dad died," Ben explained, biting his lip as he did so. "Semore didn't care. My social worker didn't care... Heck, I'm not even sure my dad's friends did. None of them called to even ask me if I was OK after the funeral."

Soundwave's shoulders slumped a little. Realizing now that he was right in his first insinuations. This boy hadn't had a single soul that had cared about him since his father had died. And as such, for Soundwave to tell him that he cared... A giant, alien robot that had known him for two weeks had cared more than any human probably did.

And he regrettably, as a former slave, knew how it felt.

He took a long moment before he carefully let one tentacle slide out. It plucked Ben up, and slowly brought him up to settle on his shoulder. It felt odd, he'd never let anyone on there but Lazerbeak. But having Ben on there felt oddly right, not bothering him in the least. Perhaps because he'd finally stopped lying to himself long enough to admit to himself that he did care about the small human.

With him now close enough to look at, Soundwave finally spoke up again. "However short, or long, our journey together will be. You can know I do care," he explained, which made Ben smile just a little. "We are friends... As foreign a word as this is to my lips by now."

After all, Soundwave hadn't had friends in a long time. Megatron was once his friend before he became his commander and master. Orion Pax had once been his friend before he became Optimus Prime and a sworn enemy. Meanwhile, most of the Decepticon army had become hardly what he'd call friends. Allies and teammates at best really.

No, Ben was the first friend he had made in quite some time.

He was surprised when Ben leaned in closely towards the crook of his small neck. It was an action that seemed unusual, but he made no attempt to stop. "Thank you..."

It was the last thing Ben said, but to Soundwave's continuing surprise, it made him feel quite good.

* * *

A/N: Yep, Soundwave finally feels his developing fondness of Ben! It's a small step in their growing relationship, but a step none-the-less!


	8. Chapter 7: Worries

GUEST: Like I said, it's still going to be a long while before Bee Team shows up. It's still only a year after the events of "Prime". Meaning they won't even be on Earth for another two!

WAYNE2049: Hmmm you'll have to see as far as how Ben feels about Soundwave! But I'm so glad you continue to enjoy it! Thanks again for your kind comments!

A/N: So I finally will be quicker at updating I think! I finally got a new computer today! It's beautiful and works so much quicker than the ghetto one I was using. LOL

* * *

 **CHAPTER 7  
WORRIES  
**

He was nervous, that was just great, he'd finally admitted how he felt and now he was nervous.

Of course, Soundwave could only blame himself. He'd allowed Ben to go off to this so-called "concert" with his friends. But so far waiting for him to return made him far more nervous than he expected to be. Slag it, he realized, he was already making himself a nervous wreck and he'd become nothing more than this twelve year old's friend. This was yet again what he was worried about from moment one.

Now here he was - at the motel and parked in a parking spot. Of course, he had sent Lazerbeak out to take a close look at the proceedings and make sure Ben was safe. So far, it seemed harmless, the kids were having a good time from the look in the drones camera. But he'd been there for several hours and Soundwave didn't understand what was taking so long. It was coming on ten o'clock after all.

Primus, he hated how much he sounded like a parent right then.

Of course, the moment he'd finally cracked - he got the com from Laserbeak that informed him Ben was on his way back. It almost embarrassed the mech, but he was quick to recover. Especially when the human came strolling up not much later with one of the girl's, a young African American one at his side. "Man that was so much fun! But won't your parents be mad? It's super late." Ben commented as they drew closer.

The girl raised her eyebrows. "Boy, this is a small town. My parents hardly freak out," she explained. "Is your foster dad gonna be mad? I mean... Like you said, it's late."

Ben of course took the time to finally look at his watch. At which point his face scrunched up a bit, and his eyes went directly toward his parked form. Yep, Soundwave thought, it was late and if he hadn't had eyes on him at all times, he might have cared. But he knew that if anything happened he could have been there before any human threat knew what hit him.

"Oh, he's fine," Ben explained. "I mean, he'll probably get a little worried. But he trusts me... At least I think he does."

Soundwave sighed, knowing he had to break this up. He didn't want to be up all night waiting for this kid - and he knew that was where this was going. Activating his holoform inside the motel room, he carefully opened the front door. After a long moment he decided to speak up. "Bennet," he tried his best stern voice, making the boy jump. "She is correct. It's very late, it's time to come in."

Ben looked at him in surprise, but smile faintly. The girl giggled a bit. "I guess he's probably tired of waiting up for you, I know my parents are probably the same by now," she explained, patting Ben on the shoulder. "I'll see you later, Ben. Hi, Ben's dad, I'm Betty! Got him home in one piece for you!"

Soundwave almost had to hold back his surprise at being referred to as Ben's dad. Thus far, he and Ben had been the only ones to bring up that ruse. So to hear those words spoken aloud seemed to spark a bit of surprise in him. But not too much, as he carefully raised a hand as she walked off and Ben trudged over. "I mean, were you really worried? Come on 'Wave... I could see Lazerbeak when we started walking home," Soundwave frowned a bit. "I like that you care, but I can take care of myself, you know."

"You went to a bar. There are "drunk" humans there," he told the boy bluntly. "Of course I made sure to keep Lazerbeak in the vicinity."

It sounded odd to say that again, but he did care. And now that they were more open about their growing relationship he didn't care what the child thought. The last thing he would do is leave him unsupervised. "Alright, fair enough. I mean, it's like I said, I really appreciate that you care enough," Ben explained. "It was fun anyway! Those guys are great."

Soundwave was silent a moment - wondering if Ben was starting to enjoy it here. But reminded himself of what he had told him before. This town was only home to one group home, and he had no desire to go there. "Do not get too attached. We will need to leave before very long," Ben frowned a little, eyes moving to look at the ground. "We have perhaps another week... Less if your new friends sense something is off."

That was, if they already didn't. Ben had struggled with lying after all - and he couldn't help but wonder if he'd end up slipping up. Ben however nodded his head, a hint of disappointment in his eyes. "I guess it's just nice to have more friends, you know? Haven't had them in a while," Ben explained, looking ahead. "Hey, 'Wave can I ask you a question?"

"Affirmative."

"Where are you actually planning to take me?" Ben asked. "I mean you care now so you must have some idea, right?"

Indeed, Soundwave already had a thought about it. He knew he planned to take Ben somewhere in Nevada, but he'd quickly settled on the town in which the humans from Jasper had relocated. It was a small town just outside it called "Frankford, Nevada" as far as he could tell. And while he didn't exactly care for the human pets of the Autobots, he knew that they were well cared for there. So he had hopes that he'd be leaving the boy in good hands.

And so he decided to answer. "A town in Nevada, on the way to where I will be going," he told the boy who simply nodded his head very slowly. "Good humans came from there - or what seemed to be good humans. I believe this will be a place of sanctuary for you."

Ben nodded his head again slowly. "Well, as long as you're sure," Ben replied. "I don't want to be in the same situation again."

"You will not be," that was a promise that Soundwave could make at least for now. "Now go and get your recharge. It is late..."

"Aye, aye captain."

As Ben headed back inside the motel room, Soundwave considered his notion. Making quiet note that perhaps they should spend time there before he simply dropped him there. In hopes that the boy would make friends like this... Perhaps that would make him harder to part with.

* * *

It was the first time that Ben had had a nightmare in weeks.

He shot up in his bed and felt the beads of sweat pour down his face. He'd been back - he remembered. He'd been right back with that monster of a man, Semore, and no one could help him. Of course, when he'd come to reason, he remembered that Semore was dead and probably buried by now. But the fact that it had felt so real was a lot, especially to a twelve year old boy like him who had only recently escaped the abuse.

He listened outside, hearing the sounds of the town and figuring that he had slept through the night at least. And he'd clearly never screamed either as he had not heard a thing from Soundwave yet. He rubbed his eyes tiredly and sat there on the bed for a long time. He didn't know what to make of what Soundwave had said last night, about taking him to this random place in Nevada. After all, how could he know if he was safe there either?

No, the mech wouldn't leave without making sure of that, he told himself.

Still, Nevada wasn't far, he told himself. They'd be there before he knew it, he thought. And then what? Would he even be able to start a new life there? He guessed that it wouldn't matter, he had nowhere better to go. It was either this or try and stay here, or another stop, and any way he tossed it he took that chance. He'd taken that chance since the moment he asked Soundwave to take him along.

He thought of all of this as he stepped out of bed, and got himself ready for the day. By the time he was dressed, Soundwave had let his holoform inside. Of course, it wasn't anything that made Ben surprised, he typically ghosted in and out when he wanted to. "Your heart rate accelerated," he told him plainly. "Are you afraid?"

The boy shook his head of course. His eyes looking over the mech's holoform. "No, no... I was for a minute, but I had a nightmare," he explained. "It's nothing, Semore gave me a lot of nightmares when I lived with him too... You probably have them too, right?"

Soundwave looked at him, and Ben guessed that he was probably looking up "nightmares". Of course, he had a good feeling that he slept, or at least a form of it, but no doubt they had a different word from it. "Your assumption is correct," Ben nodded his head slowly. "Do you plan to see the humans you've made friends with again today?"

Ben licked the side of his lip thoughtfully, knowing he could. No doubt, given it was a Saturday, the kids would be out and about. "I don't know, maybe..." he paused again for a long moment. "I just... A part of me wants to, but a part of them is what made me have the nightmare in the first place."

Soundwave tilted his head in curiosity, shifting his holoform. "Explain."

Ben seated himself on the edge of the bed. "I think I started freaking out a little after you said you cared about me. But, it was a good thing, so I didn't let myself freak out too bad. But then I started liking this town, but my only option is a group home," he explained. "And then you tell me you're taking me to some town in Nevada. Or maybe one of the other towns we go to... I don't know..."

"I'm not following." Soundwave noted.

Ben closed his eyes, it really was hard to say this in a way that didn't sound, well, crazy. "I don't know. I guess I'm just starting to worry about how "uncertain" this whole thing is. I mean, you're the first person to care about me in three years," the mech remained silent at that. "What if even though you try to stop it I end up with another Semore? Or no one even wants me... And I end up on the streets, or being bounced around until I'm eighteen?"

A frown formed on Soundwave's face, and for a moment, Ben wondered if he was angry. After a long moment, however, Soundwave stood, and crossed over to him. He looked him straight-on, and didn't hold back his comments. "I am not going to let any of these things happen. I will help you procure a home, and when it is safe, I will leave," he explained. "You need to again look up the meaning of "care". I have not taken time out of my life on this rock taking care of you to let that fail."

Ben rubbed his knees a little - of course wanting to believe that. Soundwave hadn't lied to him so far, about anything. But at the same time... "But that's not your job," he shook his head. "I'm just starting to think maybe this was too much to ask-."

Soundwave held a finger up to his mouth in a motion of silence. Well then, he guessed that Soundwave had something to say about that too. "I chose the responsibility. I was ready to leave you despite your begging. It was my choice," the words hit Ben hard, reminding him of the truth of how they got here. "Your feelings on this are illogical. And I refuse to play into them. You will let me worry about finding you somewhere safe. You need to spend your time making sure you keep your stories straight."

He again opened his mouth to argue, but something in those words made him stop short. Soundwave was making it very clear that he was not putting up with his self pity. And what's more, he felt that his fears were unfounded. Regardless of Ben's own guilt - he was right, he needed to accept that it was Soundwave's choice. And frankly, it was his choice to get in the car to begin with.

And he hadn't regretted that.

In fact, despite the uncertainty of the situation, he felt it was the best decision he had made in years. Soundwave had been a good caretaker, a good friend, and treated him kindly. They were already feeling that it would be hard to part...

And that's when it hit him.

Maybe some of this came from that - the fear of leaving Soundwave. Leaving the one person he actually felt he might have some semblance of a caring family with. It was a stupid thought - letting this one person who cared about him poison his ideas for finding a better life or family out there. But he couldn't ignore the fact that Soundwave was someone he looked up to, a role model...

Maybe even a father figure.

He shook his head, reminding himself that would never happen. The mech was ready to go home, and he was only here to help him find safety. He put his hands in his pockets, and thought about it, before finally Soundwave pulled him out of his thoughts. "Query: are you alright now?"

Ben looked up at the mech's holoform, and forced a smile. "Yeah, I'm fine. Maybe I was just being really silly," Ben managed. "But yeah, I think... I think now that I've cleared my head I'm going to go meet up with them. So I'll be back later, OK?"

Soundwave simply nodded, and before Ben could let his thoughts move further than they had, he was gone. He would not allow himself to lie to his own mind. No, Soundwave would never want him, and they never were going to be a family even if he did... It was impossible, and he needed to get it out of his head.

Because those thoughts were dangerous.

* * *

A/N: Welp, I guess this chapter did answer your question Wayne. So Ben does see him as a parental/role model figure. But is struggling with it, and will continue to struggle with that as it goes on.


	9. Chapter 8: Soundwave's Fears

GUEST: Guess all you can do is read and find out!

WAYNE2049: Honestly, you made me think on Lazerbeak. And the absence of Ravage and others even more. I give sort of my version of it here, as I did with Rumble and Frenzy. Thanks for the suggestion! Anyways, glad you enjoyed as always!

 **WARNING:** Again, this chapter gets a little violent as far as Soundwave's nightmare goes. You've been warned!

* * *

 **CHAPTER 8  
SOUNDWAVE'S FEARS  
**

Just before the time came to leave the small town, Soundwave and Ben decided to spend a night outside of it.

After all, it was the only place that Soundwave could transform, and they could spend actual time together. It also meant that they didn't have to deplete more funds to spend another night at the motel. So there they sat, star gazing at the moment, something Soundwave was actually enjoying. The boy had somewhat of an interest in the stars, and as a result he had begun speaking of the planets that he had seen in his lifetime.

He left out what some of the horrible things he'd done there. But he had of course not done all bad things there, so he could relate some of the good at least.

"Out in that star cluster is Planet Junk," Soundwave pointed at a cluster of stars that he knew to be planets from his extensive research of the Earth's stars. "It is by far the strangest planet I have ever witnessed. A planet entirely comprised of junk, and made of the parts of objects from my planet that have been discarded."

Ben looked mesmerized as Soundwave described it. The boy wrapped his arms around his legs as he sat there, looking up and commenting with wonder. "Wow! That's nuts, 'Wave," he explained as he looked over at him. "Man, I'd really love to see some of these places you talk about."

"Nigh impossible," Soundwave noted. "Eighty percent of these planets have a fatal atmosphere to humans."

The boy looked disappointed, and Soundwave couldn't blame him. The universe was a dangerous place with many different atmospheres. Not to mention without a space bridge getting to the ones that could sustain human life could take years... "Maybe one day," Ben murmured, then after a moment added. "Maybe I could become an astronaut or something."

Soundwave tilted his head - having expected that Ben wanted to be an author. But then again, the boy was only twelve years old, and things like this... Well, of course they changed as one got older. That said, he knew that this could change too. "Perhaps," Soundwave replied before shifting a little. "Or perhaps you will remain here and become an author."

Ben smirked, crossing his arms as he did so. "Maybe, I don't know if I'm good enough. I mean I try but maybe not," there was a gentle sigh that escaped the boys lips. "Maybe a family can help me decide if or when I get one... Or wherever I go."

Soundwave knew that meant that Ben still doubted his chances of getting a family. But at the same time tried not to think too hard on it, lest his feelings get in the way. "I am certain your new family will try," Soundwave explained. "You must stop doubting this. A family will take you - it is one of my goals to see to it before my departure."

Ben frowned a little, but decided to drop the subject. After all, they'd spoken enough on that already. Soundwave was tired of the boy's foolish belief he was not worthy of a family. He was a good enough kid that he had his affection and care, how in the pit was he not worthy? "Hey Soundwave?" Ben asked. "Speaking of family, now that we're friends and all... You got any other than... You know?"

Soundwave was almost floored by the way Ben said it. The mech was deep in thought with how to answer that question, to which the simple answer was no. But it was a much broader answer in the scope of things. "The closest thing since the perishing of my family were my symbiotes," he released Lazerbeak for a moment as it carefully landed on his arm. "Lazerbeak is the last of them - my creations. There was a time when I had many more by my side: Ravage, Ratbat, and Buzzsaw."

The boy looked at him in surprise, as if trying to imagine it. "Are they like... Your kids too?"

Soundwave shook his head. "They are like an extension of my own being. Taking on parts of my own personality," he then added. "Or rather were... These parts of myself I formed from my own spark and plating to create a new being. Something different from sparkling or mech..."

"What happened to them?" Ben asked. "Did they die too?"

Soundwave was silent for a moment, he paused and then added. "Two of them are... Ravage and Buzzsaw, Ratbat, however, still lives."

He knew that would confuse the boy, but a part of him wished he had not asked. "What happened to Ratbat...?"

That was a dark tale of its own. "Ratbat killed both Ravage and Buzzsaw," he explained. "He took the darkest parts of my personality, amplified. His hunger for power lead him to create a body of his own, after which he then used to murder them... He left Lazerbeak in such a state that she never made a noise again..."

Ben's mouth gaped open, in disbelief of that. One of Soundwave's followers had turned on him? Or at least, that was what Soundwave believed he was saying. "And you didn't kill him?" Ben asked curiously. "After he'd gone after and killed both of your... Symbiotes?"

"I left him to bleed out to death," Soundwave noted bluntly. "Even I could not anticipate his survival. Though I have no idea if he is functioning now."

They stopped talking for a bit after that. Ben looking up at his guardian silently and Soundwave reflecting on them - the second family he had lost... A fact which Ben, he found, was not lost on. "I now get why you didn't want me coming along," Soundwave turned. "You try to hide it but I can tell. You loved them all and you lost them... Everyone you loved. I guess the thought of that happening again..."

Primus, why was this boy so observant? Yes, he did love his family and the symbiotes, and he did not love Ben, but he did care about him. And that always was a nagging feeling in the back of his head. What if something happened to Ben too? It was not a fear the mech would outright admit to, but it was a truth none-the-less. "It is dark... You should eat and then prepare for recharge," Soundwave told the boy in response. "We will leave before the crack of dawn as you humans say."

"'Wave, I didn't mean to upset you."

"Prepare for your recharge."

He didn't want to have this conversation right now. Or he knew he would have second thoughts.

* * *

That night, it was Soundwave's turn to have a nightmare.

It was a simple one, not unlike the many others he'd endured over the many years he'd been alive. He was young again, amidst the wreckage of the Youth Sectors. He remembered it well, as the memory was forever burned into his processor. The floor was littered with carnage, carriers clinging desperately to their sparklings. Orphaned younglings clinging to one another. Guards, lying in vain where they made their last stand.

He inwardly screamed to himself not to go in deeper. To ignore Megatron's shout to search for survivors, but he still kept going anyway. And as he always did, he found them...

Even now, their lifeless grey husks were not lost to him. His sparkmate and his two sparklings, entangled with each other as they tried to shield themselves. Rumble was decapitated by what looked like a piece of debris. Frenzy was held against Crecent's spark chamber, their torso's blasted apart by the explosion itself. Soundwave felt weak at his knees again until he fell before them, his arm reaching forward to allow his fingers to stroke their forms one last time.

"Soundwave!"

Soundwave leapt back as Frenzy contorted his head to look at him, his optics staring with fear into his. "Soundwave!" it was Frenzy's body but Ben's voice. "Soundwave, please! Don't let him hurt us!"

Soundwave took steps back, confused by the strange sight. As he turned around however, he found Ben was there too. And as he looked around, all the bodies had gone. They were on the hill again - and for a moment, he thought that he had woken from his nightmare. "Soundwave..." Ben whispered. "You can't help me..."

The mech tilted his head just as the sun became hidden behind a shadowy figure. Soundwave's head shot up as a winged creature flew into view. Its purple, winged form recognizable to him anywhere. The massive Decepticon bat had begun to swoop down, its metal talons stretched forward for Ben. Soundwave found himself rushing forward as quickly as he could. But it was too late...

He heard the sound of flesh crunched under metal. He never saw the death of Ben, but before he could even process it, the bat had transformed, spinning around. Fangs low hanging, and red optics flashing, the creature that Ratbat had become stared him in the faceplate with a ravenous look in his face. "Dead... All dead... Your fault," Ratbat slowly dug his foot deeper into the soil, into Ben. "And you'll be next!"

And then, Ratbat lunged...

* * *

He woke up startled.

Soundwave hadn't realized he had fallen into recharge in robot form, but was thankful. As, had he jolted awake in car form he might have transformed on instinct, something which would not end well. He ran a quiet diagnostics scan on his system, but found that everything was working - the vision was indeed no more than a nightmare. He sighed quietly, staring up to find the moon still high in the sky.

After a moment, he began to search for Ben. He found him lying quietly asleep in the grass beside him, a blanket from the motel wrapped around him barely while he laid his head against a pillow also taken from it. The boy shivered slightly, the chill of the night air getting to him, to which Soundwave, to his own surprise carefully moved the blankets to settle further over his charge, to give him comfort until he decided to wake him up to begin moving.

The mech stood up, and carefully took some steps away. Primus, he hated it when his past came back to haunt him in such a way. And despite what many believed, it often did. It was a good part of the reason he had remained as silent as he once did - so consumed by rage and pain for so long... And now though that had gotten better, it also got worse knowing someone's life was now in his hands again.

Of course, they were far away from Cybertron and the war. And Ratbat... Well, Ratbat was simply far away by now. While he had seen no sign of Optimus Prime, who had killed his first family, on Earth either. Thus, he supposed it was a strange thing to fear that anyone would intentionally go after the boy... But it still worried him. Unable to comprehend what might happen to his psyche if another was lost under his watch.

He thought of leaving Ben then and there.

Sure, the child may not have wanted to be placed in a group home. But at the very least he'd be away from someone as dangerous as Soundwave, and away from the danger that possibly would follow him. It was a thought which racked his processor for some time as he stood there, now staring back over at the sleeping boy. The sleeping boy that had put so much trust in him, that seemed to look up to him, as misguided as that might have been.

He knew he couldn't do that. His spark wasn't going to let him, despite the dangers. To be frank, it was a selfish reason not to do it, but he didn't care. Ben gave him some semblance of purpose in his life yet again, just as Lazerbeak often did. And at least until he got back to Cybertron the human would keep him company. Did he really wish to trek the rest of the way alone? Sure, Soundwave was a solitary mech while with the Decepticons, but he now enjoyed the company.

It was then that he realized he was at last starting to confront these fears. A thought which perplexed him, given it was all because of a human. A species that, up until his time in the Shadowzone, he had wanted to crush. Now, here he was, contemplating the difficulties of leaving just one of them.

The irony of the situation did not allude him.

Once he had finally managed to calm himself down, he quietly approached Ben. It was early enough that a start would not be a bad idea. So carefully, he crouched low, and gently shook Ben awake, the boy stirring quietly. "You can rest more in the vehicle," he explained. "We need to get going."

There was a quiet murmur as he transformed down, and Ben climbed inside. The boy, half-asleep, barely pulled himself inside, and laid across his back seats. And given the events of what happened in town, Soundwave couldn't say that he minded... He couldn't say a lot of things now, actually.

But what he could hope was that nothing... Absolutely nothing. Would go wrong this time.

* * *

A/N: Yeah, I know Ratbat is part of Aligned Continuity and not aligned with Soundwave. But like with Frenzy/Rumble I will be doing SOME canon divergence with Soundwave for his origins. Thus I have made him both a former Symbiote of Soundwave and the psychotic 'Con we know from other continuities where he broke free, or started off not aligned with Soundwave. Thanks again to Wayne for inspiring this addition into my brain. How it comes into play? You'll just have to wait and see.


	10. Chapter 9: Discomfort

WAYNE2049: No problem! And hmmmm good question on Ravage and Buzzsaw would have to think on that. And thanks as always! :D

A/N: So yes, for those of you who may have wondered, having read my profile I am alive. Though I am sad to say many of my fellow Las Vegans are not today - it is truly a dark hour for my city at the moment. I cannot fathom why anyone would do horrible things like this to innocent people. I'm dedicating this chapter to the memory of those who lost their lives in the mass shooting. May they all find peace as well as their families and friends.

* * *

 **CHAPTER 9  
Discomfort  
**

Ben was starting to see a giant robot from outer space as a father figure, and he could no longer deny it.

The first time he realized that was the case was not too long after their time in the first small town. They'd arrived in another, larger town and he had decided to check out a big arcade they had in town. There, he'd went up against another boy, who had been quite the bully in hopes of shutting him up. And he'd succeeded, a fact which had made him excited, and ready to sprint off to tell Soundwave all about it.

About half-way to their hiding spot, a little away from town given an increased police presence for one reason or another, he had stopped. He realized that his first thoughts when he had done something was to seek Soundwave out for approval, for a "good job kid!" or other notion...

He knew Soundwave wasn't the type to give out praise like that instantly. But a part of him, a big part of him, wanted so intensely to hear those words from his guardian. Words that he would have at one time heard from his own father. And by looking for it from Soundwave it was clearly obvious he had seen him as filling out that role that he was sorely missing while in the care of a total psychopath.

But it was a weird thought.

Soundwave, according to himself, was not the nicest mech to anyone but Ben. And furthermore, he was a robot. Yes, he was a sentient robot, and one with feelings... One that cared about him. But they weren't even remotely close to the same species. And while he hated the idea of being parted with him, and he had made peace with that fact of course, it still... Could he really start seeing him as a father in a non-awkward manner?

These thoughts surrounded his mind as he walked towards the woods around the town. He knew Soundwave would be where he'd left him, a small clearing that he had taken to. But his mind had wandered so much, he hardly noticed he had reached him when Soundwave spoke up. "Inquiry: how is the town?"

Ben jumped, looking up at the fully transformed mech. He wondered if he should say anything after all - would Soundwave read him like a book? What would he think if he did? He chewed his lip, and then decided on. "Well it was fun. I played at an arcade," he explained. "I uh... I beat this one dude really bad. It was pretty cool."

Of course Soundwave didn't say anything for a moment. But when he did, nodded. "I'm glad it went well. The increased police presence was not a problem?" Ben shook his head, a little surprised that he made that first comment. "Good."

Ben smiled a little, taking a seat in the grass. He could still feel Soundwave's gaze on him though, a fact which made him uncomfortably aware of the fact that the mech was probably reading him like a book. "Are you alright, Benjamin? Your heart is beating at an abnormal rate again," he pointed out. "It concerns me when you get this way."

Ben didn't like making Soundwave concerned - that much was true. The mech had a lot on his plate as it was, protecting him, and making sure that he found his way home. But at the same time that was why he couldn't tell him the whole trust. After all, that would only put more stress on the mech, knowing that Ben had started to develop something more than friendship with him.

He placed his hands in his jacket pockets as he thought about what to say. He took a deep sigh, and then finally answered. "I don't know... I guess it's just starting to hit me how close we're getting," Soundwave tilted his head, but Ben continued in a way that would come off as less awkward. "I was rushing here to tell you how I kicked this guy's butt in Street Fighter. And I realized that was really the first time I was excited to tell anyone anything."

The mech seemed to absorb that, taking a few moments to step forward. "You feared explaining this to me due to the likely short nature of our relationship," Ben hated how he did that - wincing slightly. "I believe it is normal for a sparkling to feel this towards their primary caretaker, however temporary."

Soundwave wasn't getting how deep this was running, he figured. That was a good thing, he guessed, but at the same time he wasn't sure he liked that. A part of him wished - however stupid it was that their little journey wouldn't end. He liked being around Soundwave - he liked the feeling of safety and care he gave him. "Yeah, I guess you're right," he chuckled, hiding his thoughts as best as he could. "Anyways, it was awesome. You should have seen it! The guy's face was priceless."

The mech simply nodded again, as if not knowing how to reply. Perhaps he was out of practice - or maybe he didn't totally understand what he meant, but either way... "It takes much skill to play these games from the research I've just done," he explained - surprising Ben. "Hold onto such skills - there are such things as "professional gamers"."

Ben couldn't help but give a small laugh at that. He guessed that was Soundwave's way of saying he was impressed, or maybe proud. A quiet smile crept onto his face before he replied. "Yeah, no," Ben replied. "I barely play games like that - I was just pretty good. I'm probably better off being a writer or whatever I end up doing."

Soundwave looked at him quietly - now really confused, Ben assumed. "Humans are strange," he explained. "Is this not what you were implying when bragging of your skill?"

Again, Ben gave a small giggle, shaking his head. "Don't think too hard about it big guy," he explained jokingly. "Sun's going to go down soon, why don't I start a fire? Then you can recharge in your real form."

Soundwave considered this for a moment, but after a moment nodded. "Do not stray far."

The way Soundwave said it, Ben almost noted a parental tone to it. But none-the-less, he nodded and jogged off. He couldn't think too hard on this. Wishes were fickle things, after all, and he knew how few of them came true...

* * *

Soundwave knew the boy was seeing him as a father.

He thought about this as they sat at the fire that night, with Ben eating some food they'd scavenged. He watched the boy quietly, easily able to hide it given his optics were hidden behind a facemask. He had never anticipated this to happen, not once. He had prepared for many scenarios: mentorship, friendship, anything but this... It just seemed too strange for him to think that anyone could see him in such a light.

But the way he was acting was simply too simple to read to ignore.

Tapping his forearm, he thought of this new development. He was hardly the parental type anymore. That had been taken from him twice practically, and a third was not in the cards. As much as he cared for the boy, and as fiercely as he'd protect him he could not let it go further, he simply couldn't...

But the truth was he probably already was.

Soundwave wanted to keep his denial as firm as possible. This was a boy of another species, and he was a wanted war criminal of another planet. Furthermore, even if he could even consider this he was going to Cybertron - where human would survive. He would let the boy see him as this, but he could not... No, he would not... Give this human the wrong idea that they could be anything more than friends. It simply was not fair to give false hope to someone who had already had their heart broken.

"How far are we?" Soundwave turned as Ben asked the question. "From the town?"

Soundwave wasn't sure of the answer himself. They were by now somewhere in Utah, which put them at least a few days away - more since they would stop along the way of course. So he simply attempted a quiet guesstimate. "I suspect we will arrive at your destination in a month's time," he explained, to which Ben nodded. "You still have time to calm your nerves."

Ben nodded his head, taking a bite of the sandwich he was eating. "We're going to be traveling with each other a long time," he explained. "It's almost been a month now, you know... That means we'll be traveling for two months together."

Of course, Soundwave had done the math, and nodded. He was painfully aware of the fact that they had more time to become more attached. And also painfully aware of exactly what could happen in that time. "Perhaps I should change the trajectory," he explained. "If you do not wish to travel further."

"Yeah, right," Ben laughed. "We've been together this long, 'Wave there's no way."

Soundwave frowned, having guessed that it would be his answer. But he could still attempt to convince him to go - and avoid how hard this would be. "Will you ever come back?" he asked, surprising Soundwave. "You know, when you go to Cybertron? Will you come back to Earth ever?"

He hated that the boy would put him on the spot like that. Of course, it was an honest question - but he had no intentions to ever return there. He wanted off this rock, away from the humans, and... He supposed he could not say away from Ben anymore, but still... "My leave will be permanent," he explained. "It will be a permanent parting of our ways."

Ben frowned a bit. "You should leave me some way to keep in touch," he explained. "So that I can make sure you're OK, I mean. You said you had enemies up there, I'll be worried."

Soundwave was surprised that he wanted that. That he wanted to know that Ben was doing well as well, and that he had found somewhere well-off to live. But again, this was a dangerous idea. Someone could see Ben doing so and then he would be in danger - and he would not be there to help him. "It would be impossible and dangerous," he explained plainly. "Benjamin... I wish for our parting not to happen either. But it will be for your own safety. Do you comprehend this?"

The boy frowned at him and with a quiet voice noted. "I know, it just sucks."

Again, to his surprise, Soundwave could agree with that. He seated himself beside the human, and looked down upon him. It took a long moment - but he finally spoke. "What is important is you are part of my spark from now on," the boy looked at him. "It is unlikely we could ever sustain anything beyond our short friendship. But we will remember one another. It is the things we do in the time we have with one-another that matters."

Ben nodded his head in a way that Soundwave assumed that he understood. But it was still surprisingly painful to see the realization hit Ben's face. Surely, this boy hadn't held out any hope of this, had he? Surely, he knew that he had no intentions to stay here... To raise him?

A part of him now wondered just what Ben had made up in his head. "You're probably right," Ben explained. "I guess it's just wishful thinking."

That was the last that Ben said about it.

As Ben fell asleep some time later, and the fire dimmed, Soundwave still sat there thinking. It was almost uncomfortable. Especially when he had considered even leaving him behind earlier. But a part of him wondered if he should have seen this coming... If he should have nipped this in the bud.

And to his own concern, a part of him wondered if he would have wanted it to be.

* * *

A/N: And so, the relationship begins to deepen!


End file.
